How to Resign as a Legal Representative of a Corporation

Whenever the legal representative of a corporation cannot work with the shareholders anymore it might be wise idea to resign. To effectively resign as a Geschäftsführer the formalities have to be obeyed. If the shareholders do not like their managing director anymore, then they will give him or her notice after formally reaching such a shareholders' agreement. The required formality is that the resignation be made public. The OLG of Düsseldorf clarified these rules in the last instance on August 10, 2004 (re Wx 177/04).

In this case, a Geschäftsführer resigned his office and submitted his resignation only to the company registry. The court pointed out that the resignation must not only be submitted to the company register, but also that the company itself must receive the resignation in public, i.e., notarized, form. Thus two preconditions must be fulfilled in order for a resignation to be effective: the person must 1st) resign to the shareholders in public form, and 2nd) forward a notarized copy of this letter to the company register. Be aware that as long as the Geschäftsführer’s name is in the company’s registry, s/he will a) still represent the company and b) still be liable.

Published on the old CMS: 2006/7/25
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