von Göler (Hrsg.) / / § 6

§ 6 Directors

(1) The company must have one or more directors.

(2) Only a natural person of full legal capacity may be a director. Whoever

  • 1.  as a person under custodianship is fully or partially subject to a reservation of consent (section 1903 of the German Civil Code) in the management of his assets,
  • 2.  on the basis of a court judgment or an enforceable decision issued by an administrative authority is not permitted to exercise a profession, a branch of a profession, a trade or a branch of a trade, in so far as the purpose of the enterprise fully or partially corresponds to the subject of the prohibition,
  • 3.  has been convicted on account of one or more wilfully committed criminal offences
  • a)  of failing to file an application for the opening of insolvency proceedings (delay in filing for insolvency),
  • b)  referred to in sections 283 to 283d of the Criminal Code (offences in the state of insolvency),
  • c)  for making false statements in accordance with section 82 of this Act or section 399 of the Stock Corporation Act,
  • d)  for false presentation as referred to in section 400 of the Stock Corporation Act, section 331 of the Commercial Code, section 313 of the Transformation Act or section 17 of the Disclosure Act or
  • e)  to imprisonment for no less than one year in accordance with sections 263 to 264a or sections 265b to 266a of the Criminal Code,
  • may not be appointed as director; this debarment shall apply for a period of five years after the judgment becomes final, which period shall exclude the period in which the actor was detained in an institution upon an official order.

The second sentence, no. 3, shall apply mutatis mutandis in the event of a conviction abroad on account of an act comparable to those acts referred to in the second sentence, no. 3.

(3) Shareholders or other persons may be appointed as directors. The appointment shall be made either in the articles of association or pursuant to the provisions of Part 3 of this Act.

(4) If the articles of association provide that all the shareholders are to be entitled to form the management, then only those persons shall be deemed to be appointed as directors who are part of the company when this provision is laid down.

(5) Shareholders who intentionally or gross negligently leave a person who may not act as director to manage the company’s business shall be held jointly and severally liable to the company for that damage which arises on account of the fact that this person violates the obligations which he is under vis-à-vis the company.

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