A decision to dismiss a managing director must be held at a general meeting As a result, the managing director loses his legal position as a representative of the shareholders. The recall must be announced in the commercial register. Unless otherwise provided in the company’s articles of association, the managing director may be dismissed at any time. An important reason is not necessary for doing so, but it can be foreseen in the company’s articles of association that there must be an important reason for the dismissal. The general meeting decides to dismiss with a simple majority. Important reasons recognized by case law for the dismissal include:
A lawyer specializing in company law can check for individual cases whether an important reason exists. If this is not the case, the decision can be challenged by the managing partner and an action brought. The external manager can defend himself against the dismissal by bringing an action for reappointment.
The dismissal is effective when the managing director becomes aware of the dismissal. The general meeting must announce the dismissal to the managing director. Finally, to be effective towards third parties, the dismissal must be registered in the commercial register.
The termination of the employment contract relates to the service contract between the partner and the company. The managing director can have a judicial review of whether this is lawful or not. As with other employment contracts, the ordinary court, rather than the labor court, is in charge.
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