Which organs of a GmbH have which tasks and duties? - We will show you

It is important to understand which organs have what role and how they relate to each other. Find out more about the following topics:

• The duties and rights of the directors of a limited company
• What is the relationship between the directors and the shareholders?
• The role of the general meeting in a limited company
• The supervisory board of a limited liability company
• Which body is liable and how? 

The management is an organ of the GmbH that represents the GmbH externally. In principle, the GmbHG stipulates that a GmbH must have one or more managing directors. The management must be appointed and registered in the commercial register. 

These are the duties of the management at a glance 

Representation of the company in judicial and extrajudicial matters
Obligation to act in the best interests of the company (in accordance with contractual and legal standards)
Running the company's operations (financial management, compliance with legal requirements, strategic organisation)
The Board of Directors receives instructions from the shareholders' meeting, which it must follow and is supervised by the shareholders' meeting. 

In principle, shareholders can also take over the management of the company. This gives them a dual role: on the one hand, they fulfil their role as shareholders in the general meeting and, on the other, they manage the operational business of the company. It is also possible to hire an external managing director. This person is then referred to as an external managing director. 

The managing director can be a shareholder. If this is not the case, the GmbH has a so-called external managing director. The managing director is appointed by a majority decision of the shareholders at the shareholders' meeting. In addition, all necessary agreements between the shareholders and the management can be made in a managing director's employment contract. 

The general meeting is the most important body of the company. It is a meeting of all the shareholders of a limited liability company at which the most important decisions and binding resolutions are taken. A resolution is only passed if at least half of the shareholders vote in favour of it. The way in which the shareholders work together is set out in the articles of association. The general meeting also appoints the board of directors to run the company. 

Drafting articles of association can be complex. Let our experienced lawyers advise you!

The three organs of a limited liability company are completed by the supervisory board. However, this is only compulsory if the GmbH has more than 500 employees. The main task of the supervisory board is to monitor the management.

The supervisory board is a supervisory body for the management. Its task is to monitor the management's business strategy and to ensure that the management represents the best interests of the company and acts accordingly. The aim of the board is to bring transparency and integrity to the management of the company!

The organs of a limited liability company not only have various rights, but also duties which, if violated, can lead to liability. Basically, you must first understand that all these bodies, if they are liable, are only liable to the company as such in the internal relationship. In the case of breaches of duty towards third parties, the GmbH itself is liable externally with its entire company assets. 
Here is a brief overview of the liability of the various bodies of a limited liability company: 

• The shareholders: In principle, the shareholders are exempt from personal liability once they have paid in their share of the share capital. Only the assets they have paid into the GmbH are included in the GmbH's liable assets. There are a few exceptions in which the shareholders are still personally liable.
• The management: In principle, the management is not personally liable to third parties. There are a few cases in which the management can be held liable. This is the case, for example, in the event of a breach of fiduciary duty or delay in filing for insolvency.
• The Supervisory Board: The members of the board of directors must perform their duties with the care of a prudent and conscientious director. If board members culpably breach their control and supervision duties, they may be liable to pay damages to the company. 

The organs of a limited liability company - the general meeting, the management and the supervisory board - play a central role in the management of the company. Each body has specific roles and responsibilities that are essential for the successful management of the company. The shareholders' meeting is the heart of the company and sets the direction, while the management is responsible for the operational implementation. The supervisory board ensures control and transparency, especially in larger companies. It is important to consider the liability of each of these bodies, as they have both rights and duties that can lead to liability in the event of a breach. A clear structure and mutual coordination are essential to ensure the efficiency and integrity of the limited liability company.