Spots on the white vest?
The managing director of a GmbH is an important organ of society as a person authorized to represent. He represents society in general legal transactions. That is why the GmbH law ties certain conditions to its person.
In principle, the following applies: The managing director of a society must be a natural, unlimited manner. Legal persons, minors or adults who are under care are therefore excluded.
In addition, § 6 Paragraph 2 No. 2 GmbHG prohibits persons who have been banned in court or officially prohibited a profession, a professional branch to do a business or a branch of a trade, if the company object of the GmbH corresponds in whole or in part with the object of the ban.
Certain criminal misconduct can also cause people to be unsuitable for this management position. 6 2 No. 3 GmbHG
- Because of one or more intentionally committed insolvency crimes in accordance with §§ 283-283d StGB and/or
- has been condemned for bankruptcy and/or
- Anyone who has received a prison sentence of at least one year due to fraud in accordance with Sections 263-264a of the Criminal Code or Sections 265-266a of the Criminal Code.
The five-year period begins with the legal force of the judgment.
A violation of the personal prerequisites results in the nullity of the managing director order. It does not matter to the knowledge of the defect. If an absolute lack of aptitude occurs later, the managing director loses his office at this time. A separate dismissal from the shareholders' meeting is not necessary. The managing director is ex officio in the commercial register. Conversely, if the (undiscovered) deficiency falls out later, a new order act is required by the general meeting. The void order does not become effective by law.
