First thing’s first: yes, it is entirely possible for a non-German to become a director of a German company. And no, you do not need to be resident in the country.
Let’s zoom in and take a look at the step-by-step process of making this happen:
How to become a director of a German company?
#1 The shareholders may determine you to be the director and register this with the commercial registry.
#2: If you do not yet have an unrestricted work permit in Germany, be it e.g. because you are not a resident in Germany, you’ll need to apply for a residence permit to live and work in Germany from home. In which case, you would require and investors permit.
#3: As a director (either of a German company or of your own company), you’ll need to meet the requirements of the German Limited Liability Company Act (GmbHG). You can read the requirement list here.
#4: You can only be appointed as a director by the consensus of the shareholders, or by the agreement of an advisory board
#5: Germany is very strict in terms of the obligations of a director, so once appointed, you’ll need to meet all the requirements, which include not taking advantage of your power, fulfilling the company’s obligations, attending shareholder meetings, etc.
#6: To confirm your appointment, a letter of appointment, as well as an affidavit, has to be signed by the current managing director and a notary.
And remember, you can be appointed or resign as a director at any time. Some businesses appoint directors on a fixed term basis but this is not the norm. When your position as a director ends make sure that you not only have the employment contract canceled but have your entry as director struck from the commercial registry. As long as you are mentioned as a director, the public may understand that you are the director – regardless of your employment.
Registering as a director of a German company is in reality somewhat more fiddly than this. There are many ifs and buts along the way, so having an adviser by your side really helps.
Get in touch for a conversation about how best to start the process of becoming a director of a German company.
Produced by Juwaria Merchant 10/06/2022
