Director Change in Germany: Who Gets the Final Say?

Changing a managing director in Germany involves more than a shareholder vote. This article walks legal, tax, and compliance professionals through director changes in Germany for the country’s most common company types, focusing on the GmbH. It covers who decides, what gets filed, and what happens if the paperwork lags behind the decision.

Who is actually in charge of appointing or removing a director?

Germany does not use one uniform term for “director.” The role, and the body that controls it, changes depending on legal form. For a GmbH (a private limited company), directors are called Geschäftsführer, and shareholders appoint or remove them by resolution. For an AG (a public stock corporation), the equivalent body sits one level up: the Aufsichtsrat (supervisory board) appoints and removes members of the Vorstand (management board), not the shareholders directly.

An SE (a European public company) can pick either structure. In a one-tier SE, the administrative board appoints executive directors. In a two-tier SE, the supervisory board appoints the management board. Whichever model applies, the decision must follow the company’s own Articles of Association, its internal rulebook.

How does a GmbH director change actually happen?

For the GmbH, the governing statute is the Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbHG), Germany’s GmbH Act. Shareholders appoint or remove a Geschäftsführer through a resolution passed under this law. The meeting can happen in person, virtually, or even in text form by email, if the Articles allow it. Neither the meeting nor the resolution itself needs a notary.

The resolution should state the appointment or removal clearly and name an effective date. For an appointment, it must also include the new director’s full name, date of birth, and city and country of residence. This information later travels to the commercial register, so getting it right the first time saves a round trip.

Resignation works differently from removal. A director can resign at any point, unless the Articles require notice or shareholder consent first. Resignation becomes legally valid the moment a shareholder receives it, not when the director signs it. That is why companies usually ask the receiving shareholder to countersign and date the letter, to pin down exactly when the clock started.

Removal, by contrast, needs no input from the departing director. A simple majority of shareholders can vote them out, even without cause, unless the Articles say otherwise. The outgoing director’s consent plays no role in this decision.

What paperwork does the notary need?

Every director change in Germany must go through a notary before it reaches the commercial register. For a GmbH, this typically means gathering:

• A shareholder resolution naming the change and its effective date.
• An updated Gesellschafterliste (the shareholder list), to confirm who had authority to make the decision.
• For a new appointment: a signed acceptance letter, a declaration of no disqualification, and a passport or ID copy.
• For a resignation: the signed resignation letter, ideally countersigned by a shareholder confirming receipt.

A removal needs no signature from the outgoing director at all. The shareholders’ resolution alone carries the decision. Once the notary has everything, they submit the filing electronically to the commercial register, since paper submissions are no longer accepted.

Do foreign directors face extra hurdles?

Not at the appointment stage. Germany places no citizenship or residency requirement on a Geschäftsführer. EU, EEA, and Swiss nationals can serve and live in Germany without a visa. Non-EU nationals don’t need a residence permit purely to hold the role, though they will need one if they actually plan to live and work there.

The complication tends to show up later, in tax. If every director is based abroad and manages the company remotely, tax authorities may question whether the GmbH’s place of effective management still sits in Germany. That question matters, because losing that status can expose the company to double taxation. For this reason, many groups keep at least one Germany-based director on the board, even though the law does not force this choice.

How long do companies have to file the change?

German law sets no fixed number of days for filing a director change. Instead, § 39 GmbHG uses the phrase “without undue delay” (unverzüglich), which courts read as prompt action once the internal decision takes effect. There is no grace period built in, and no administrative fine for missing one, since none exists.

The real risk sits elsewhere. Until the commercial register reflects an appointment, the new director cannot legally act on the company’s behalf toward third parties. And until a removal is registered, the outgoing director remains publicly listed as authorised, whatever the internal resolution says. Banks, counterparties, and courts are entitled to rely on that public record under § 15 HGB. A slow filing, in other words, doesn’t just annoy a compliance officer. It can genuinely leave the wrong person holding signing authority in the eyes of the outside world.

Where does the change get published?

Germany has no separate gazette publication step for director changes. Once the registry court processes the notary’s filing, the update appears automatically on the federal Handelsregister portal. That public entry is what gives third parties constructive notice, meaning anyone can rely on it and is treated as aware of it, whether they actually checked or not.

Does the UBO register need an update too?

Sometimes, yes. Germany requires companies to disclose beneficial owners through the Transparenzregister under the German Money Laundering Act. If no individual holds more than 25% of shares or voting rights, the managing directors themselves get listed as notional beneficial owners. Swap one of those directors, and the register needs updating to match.

If the actual ownership structure hasn’t changed, and the directors were never listed as notional owners in the first place, no update is needed on this front. Either way, it’s worth checking after every director change, since missing it can bring administrative fines and awkward questions during bank onboarding.

What are outgoing and incoming directors actually responsible for?

Liability under § 43 GmbHG doesn’t end when a director walks out the door. It survives resignation or removal and covers breaches committed while still in office, even if those breaches only surface later. During the handover itself, the outgoing director is expected to return company property, hand over accounting records and contracts, and give the incoming director enough context to keep operations running. Deliberately withholding information can itself create liability.

The incoming director, meanwhile, takes on the same duties of care and loyalty that apply to every Geschäftsführer: acting in the company’s interest, avoiding conflicts, and keeping filings current. None of this is optional or delegable away.

Do bigger companies face different rules?

Size changes who holds the power to appoint. Companies with 500 or more employees must introduce one-third employee representation on the supervisory board. Cross 2,000 employees, and full parity co-determination kicks in, with half the board seats going to employee representatives. Regulated sectors add another layer: banks, insurers, and payment institutions must notify BaFin before certain appointments take effect, often with detailed CVs and integrity declarations attached.

In multinational groups, a director change in Germany rarely stays local either. It can ripple into banking mandates, powers of attorney, and UBO filings in other countries, so coordinating the update across jurisdictions is worth doing straight away rather than country by country as issues surface.

What’s next?

Managing a director change requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article: [PLEASE INSERT LINK].

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:

• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience first-hand how automation reduces workload and improves efficiency.
• Talk to Our Experts – Get tailored recommendations based on your entity management needs.

Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.

Legal Disclaimer

The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.

For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.