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Parent Category: Business Legalities

Created on Saturday, 03 November 2012 19:52

Last Updated on Sunday, 17 February 2013 17:26

Eligibility for CEO

Managing directors are in a special position as they not only run and represent the company but also have a lot of responsibilities. German law has decided not have every nincompoop be able to fill this vital position. You have to be eligible for this assignment. We will describe this to you below.

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Who is eligible for being a managing director? Are there any restrictions – especially for foreigners?

§6 GmbHGGesetz über Gesellschaften mit beschränkter Haftung (Limited Liabilty Comanpies Act) determines that only a physical person having full legal capacity to sign contracts may a CEOCEO = Chief Executive Officer (Geschäftsführer = managing director [for companies]) . Following exclusions do exist:

• person put under custodianship by a court who is partially or in full restrict to close contracts on his own (§1903 BGBBürgerliches Gesetzbuch (Civil Code) ),
• prohibited by a final court verdict or other decision banning the exercising of a certain profession, trade or kind of trade or profession if the line of business of the company is the same as the ban,
• punished for committing “commercial crimes”:

• §§283 to 283d StGBStrafgesetzbuch (Penal Code) (bankruptcy crimes),
• providing tampered details pursuant to §82 GmbHG or §§399, 400 AktGGesetz über Aktiengesellschaften (Joint-Stock Corporations Act) or §331 HGBHandelsgesetzbuch (Commercial Code) ,
• sentenced to imprisonment pursuant to §§263to, 264a StGB or §§265b to 266a StGB, n.b. this exclusion is only valid for five years after the verdict has become final.
• any such crime committed and sentenced abroad.

• Shareholder who intentionally or negligently appointing a managing director who is not eligible for such situation.
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Do I have to live in Germany to be a managing director of my company?

No. Residence and the position of a CEO are two absolutely different issues! If you want to live and work in Germany then you will have to apply for a residence permit either on Education, Blue Card EU, or Entrepreneurship (starting with owning 10% shares). Otherwise, you might need a business visa for a trip to Germany.
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