What options are available for transferring the management of a GmbH (limited liability company)?
July 28, 2023 | 40,00 EUR | answered by Chloé Schmitt
Dear lawyer,
my name is Wilhelm Endres and I am currently a shareholder and managing director of a GmbH. Due to personal circumstances and health problems, it is no longer possible for me to continue in my role as managing director. Therefore, I am faced with the question of how to transfer the management of the GmbH to another person in order to ensure the smooth operation of the company.
Currently, I am registered as the sole shareholder and managing director of the GmbH. However, since I am no longer able to run the business, I would like to find a suitable solution to transfer the management to competent hands. It is important to me that the person to whom I transfer the management has sufficient qualifications and experience to successfully continue the business.
My concerns lie in ensuring that the management of the GmbH is transferred smoothly and professionally, without any legal complications or disputes. Therefore, I would be very grateful if you could show me possible options for transferring the management of the GmbH. What legal steps are necessary to properly carry out the transfer of management? Are there certain requirements or formalities that I need to consider?
I would greatly appreciate your expert advice and support in this matter and thank you in advance for your help.
Sincerely,
Wilhelm Endres
Dear Mr. Endres,
Thank you for your inquiry regarding transferring the management of your GmbH to another person due to personal circumstances and health issues. It is understandable that you are concerned about the smooth running of your business and want to ensure that the person you transfer the management to has the necessary qualifications and experience.
To transfer the management of the GmbH to another person, various legal steps are usually required. First and foremost, it is important that you review the articles of association of your GmbH. Typically, the articles of association regulate how the management can be transferred and whether there are any specific requirements or formalities to be observed. For example, it may be provided that the transfer of management must be done by a shareholder resolution.
If the articles of association do not regulate the transfer of management, you can convene an extraordinary shareholders' meeting to decide on the transfer. It is important that the resolution is passed with the required majority. Additionally, you should prepare a record of the shareholders' meeting in which the resolution to transfer management is documented.
Furthermore, you must register the transfer of management with the commercial register. For this purpose, you will typically need a notarized management change agreement and a confirmation from the new manager of his appointment. After the registration with the commercial register, the transfer of management becomes effective.
It is important that you seek advice in advance to ensure that all legal steps are carried out properly and to avoid complications. I am happy to provide you with detailed advice and support and help you professionally transfer the management of your GmbH.
Best regards,
Chloé Schmitt
