Dismissal of managing directors of a Limited Liability Company

Revocation of the appointment as managing director by resolution

The appointment as managing director may be revoked at any time by a resolution of the shareholders. This has no influence on claims for compensation from existing contracts.

If the appointment of the managing directors is made in the Articles of association, the admissibility of the revocation may be limited to good causes. In this case, the revocation of the appointment is effective as long as no legally binding decision has been made on its invalidity, in particular also on the existence of a good cause.

Withdrawal of the managing authority by means of court action

If there is a good cause, a managing partner may be deprived of his or her authority to manage and represent the company by means of a court action brought by all the other partners. Good cause includes, in particular, gross breach of duty or inability to manage the business properly. External managing directors may also be dismissed for good cause by court action.

Shareholders who did not vote in favour of the removal of the managing director may be sued for consent.

The court may prohibit the managing director from further managing and representing the company by means of an interim injunction. The prerequisite for such an injunction is for the court to give credible evidence of a threat of irreparable harm to the company.

Legal basis

Translated by the Federal Ministry of Justice
Last update: 1 January 2022

Responsible for the content: Federal Ministry of Justice