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Resigning as a Legal Rep of a Corporation |
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 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 “CEO” 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 Higher Regional Court 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 register (Amtsgericht Düsseldorf). 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.
 Alexander Baron von Engelhardt - Foreigners Attorney based in Berlin, specialising in domestic,
international, civil and commercial law. He also provides counseling
for start-ups.
Wilhelmstraße 94, D-10117 Berlin
Email:
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Website: www.Rechtsanwalt-AvE.com
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