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Corporate law in Germany
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Legal Information
Foreigners as managing directors of a German GmbH
A natural person may hold the office of managing director of a German GmbH irrespective of his or her nationality, place of residence, habitual abode or language skills. Thus, foreigners can in principle be appointed as managing directors of a German GmbH.
Entry possibilities to Germany for the managing director
It is debated whether the foreign managing director must be able to enter the Federal Republic of Germany at any time. The argument in favour of this is that the respective managing director would otherwise not be able to fulfil his obligations as managing director at all times.
EU citizens and visa holders as managing directors of a German GmbH
Such concerns do not apply to nationals of an EU member state (EU citizens), as they enjoy the fundamental freedoms under Community law. If foreign managing directors dispose of a visa entitling them to reside in Germany, they may also hold the office of managing director of a German GmbH without restriction.
Foreigners without visas or residence permits
Some legal experts in Germany consider that every other foreigner must prove that he has the possibility to enter the country at any time in order to be able to fulfil his legal duties. Without this proof he should not be able to be appointed as a managing director. However, in the absence of a corresponding legal provision this differentiation between EU foreigners and non-EU foreigners may not be made.
Legal obligations
The same obligations apply to the foreigner as to the German managing director. Therefore every foreign managing director should, in his own interest, ensure that he is able to fulfil his legal duties In this regard, it may be useful to discuss with the foreigners authority in advance whether a residence permit can be expected. Furthermore, it should be ensured that a person authorised to represent the company or responsible for its business is available in Germany to serve as a contact person for the public authorities.
You want to know more about the liability, rights and obligations of the managing director of a German limited liability company? Get in touch with us! Our specialist lawyers for commercial and corporate law will advise you on all questions concerning the German limited liability company (GmbH) and its management.
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