GERMANY

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GERMAN STRUCTURE

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Pursuant to the German Stock Corporation Act, a Stock Corporation (in German: “Aktiengesellschaft”)  must have the following organizational structure:

  1. An Executive Board (in German: “Vorstand”) and a Supervisory Board (in German: Aufsichtsrat”).

Please see, respectively, “Executive Board” and “Supervisory Board” below for a more in-depth description of each structure, including how to change the respective board members.


For a description of how to change the respective board members, please see the individual steps below.
As all information on how to change board members in Germany on the LCB Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice before actually changing any board members in Germany.

Pursuant to the German Limited Liability Company Act and, as the case may be, the German Co-Determination Acts (in German: “Mitbestimmungsgesetze”) must have one of the following organizational structures:

  1. One or more Managing Directors (in German: “Geschäftsführer”) and a Supervisory Board (in German: “Aufsichtsrat”).
  2. One or more Managing Directors only.

Please see, respectively, “Managing Directors” and “Supervisory Board” below for a more in-depth description of each structure, including how to change the respective board members.


For a description of how to change the respective board members, please see the individual steps below.
As all information on how to change board members in Germany on the LCB Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice before actually changing any board members in Germany.

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Allen & Overy has provided all input about changing board members in Germany.

Allen & Overy is an international full-service law firm with a team of around 2,300 lawyers. We serve businesses, financiers and governments whenever there is a need for decisive legal advice involving complex transactions. Through our truly global network now spanning 44 offices in 31 countries, we are well placed to respond quickly and effectively on a co-ordinated worldwide basis. We always challenge ourselves to bring new and original ways of thinking to the complex legal challenges our clients face and offer them commercially favourable solutions.

For more information about Allen & Overy and changing board members in Germany, please contact our Partner directly.

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