Can a GmbH be operated without a managing director?
February 25, 2024 | 40,00 EUR | answered by Otto König
Dear corporate law attorney,
I am Maria Heck and have been running a GmbH specializing in the distribution of high-quality cosmetic products for several years. Recently, my managing director unexpectedly resigned for personal reasons and I am now faced with the question of whether a GmbH can be operated without a managing director.
The current situation is as follows: After the departure of my managing director, I tried to find a suitable replacement, which proved to be more difficult than expected. However, since the management tasks still need to be carried out, I am now unsure of the best course of action.
My concerns mainly revolve around not knowing if it is legally possible to operate a GmbH without a managing director and what consequences this could have for my company. I am also worried about how the management tasks can be handled in the meantime to ensure the smooth running of the business.
Therefore, my specific question to you is: Can a GmbH be operated without a managing director and if so, how should the management tasks be handled in the meantime? Are there possible solutions or alternatives that I could consider to ensure the management of my company?
Thank you in advance for your support and expertise.
Sincerely,
Maria Heck
Dear Mrs. Heck,
Thank you for your inquiry regarding the management of your GmbH without a current managing director. The question of whether a GmbH can be operated without a managing director is not easy to answer, as the GmbH Act in Germany requires the appointment of a managing director. According to § 6 para. 1 GmbHG, a GmbH must have at least one managing director who represents the company externally and carries out the management tasks.
If the managing director of your GmbH has resigned for personal reasons and you have not found a new managing director, you are in a legally delicate situation. It is generally not permitted to operate a GmbH without a managing director. It is therefore strongly advisable to appoint a new managing director promptly to avoid potential legal consequences. Otherwise, this could lead to liability for the shareholders or even the dissolution of the GmbH.
In the meantime, the management tasks can be carried out by you as a shareholder, but you should be aware that this is only a temporary solution. It is recommended to find a suitable managing director as soon as possible to ensure the smooth running of the company.
If you are having trouble finding a new managing director, you may also consider whether an external interim solution in the form of a temporary managing director is feasible. These individuals are specialized in temporarily taking over management tasks and can assist you until you have found a permanent managing director.
In any case, it is important to consult a lawyer specializing in corporate law in a timely manner to clarify your situation and discuss legal steps. I am available to answer any further questions and assist you in finding a suitable solution.
Sincerely,
Otto König
Attorney specializing in corporate law
