Organs of a GmbH – management, control & resolution

A limited liability company can only function if all its bodies work together. This requires a high level of trust and an equally high level of reliability for the individual shareholders.

Managing Director – The Management Body

A GmbH has at least one managing director who, according to his employment, is characterised by a management authority in the internal relationship and a power of representation in the external relationship. This can be one of the GmbH shareholders – one then also speaks of shareholder managing directors – but does not have to be. The term of office is not limited in time.

Supervisory Board – The supervisory body + Labour Director

The composition of the supervisory board is prescribed in different legal sources depending on the number of employees of a company. A supervisory board consists of both members of the company – i.e. the shareholders – and employees, with all members of the supervisory board having the same rights and obligations.

If the company has fewer than 500 employees, the law does not require the establishment of a supervisory board. In this case, the GmbH may decide for itself whether or not a supervisory body appears to make sense for the company from a situational point of view.

One-Third Participation Act for more than 500 employees

If there are more than 500 employees, the One-Third Participation Act (DrittelbG) comes into play. This limits the supervisory board to a minimum of three and a maximum of 21 council members. The size of the supervisory board is directly related to the size of the company. As the name of the law suggests, one third of the supervisory board must be made up of employees, who are elected as employee representatives by the entire workforce in a ballot.

Montan Co-Determination Act for more than 1,000 employees (coal and steel industry)

Coal and steel companies with more than 1,000 employees are subject to the Coal and Steel Co-Determination Act (Montan-MitbestG). Companies that are active in mining and the iron and steel producing industry are considered to be part of the coal and steel industry. The supervisory board is formed on an equal footing between the employer side and the employee side. In addition, the so-called “neutral man” is appointed. As a rule, the supervisory board consists of eleven members – depending on the share capital, it can be expanded to 15 or 21 members if necessary. Furthermore, there is a requirement to appoint an equal member to the Board of Management as Director of Labor Relations. All members of the Supervisory Board are elected at the Company’s Annual General Meeting, taking into account the proposals made by the Works Council.

Co-determination Act for more than 2,000 employees

In the case of more than 2,000 employees, on the other hand, the German Co-Determination Act of 1976 (MitbestG) applies. Accordingly, the supervisory board is composed of equal numbers of employees and shareholders. The shareholders’ side provides the chairman of the supervisory board, who may make use of his double vote in the event of a stalemate. In addition, an equal member must be appointed to the management board to take the position of labor director. Depending on the size of the company, between twelve and 20 supervisory board members may be appointed according to the MitbestG. If the GmbH does not have more than 8,000 employees, the election takes place directly; in all other cases, the election is conducted by secret ballot and is subject to the principles of proportional representation.

Shareholders’ meeting – The decision-making body

A shareholders’ meeting is convened by registered letter from the managing director(s). During the meeting, the GmbH shareholders can discuss and vote on important matters of the company, which is why the shareholders’ meeting is also defined as a decision-making body. Each shareholder receives votes in proportion to his share in the company. Thereby, the shareholder is granted one vote per 50 Euros.

Establish a GmbH: Legal form and alternatives

1. Limited liability company (GmbH)
2. Special case: Real estate GmbH
3. Legal forms: List

Limited liability company (GmbH)

Limited Liability Company (Gesellschaft mit beschränkter Haftung, GmbH) – The limited liability company is a German legal form that is founded by at least one person and managed by at least one shareholder. As the name already indicates, this corporate legal form is characterized by a limitation of liability for its shareholder(s).

• Limited liability company (GmbH)

Special case: Real estate GmbH

Immobilien GmbH / Vermögensverwaltende GmbH / Immobiliengesellschaft – In this article you will learn the basics about real estate companies. Who would think of founding a limited liability company when buying a house or a condominium? Admittedly, this makes no sense for owner-occupation, but it does for renting.

• Real estate company

Here you will find all the legal forms that can be chosen as a founder in Germany and a guide with a checklist:

Legal forms: List

Legal forms – What types of company are there? If you want to start your first company, then choosing the ideal legal form is one of the first steps in the process of setting up a company. Whether it’s a special real estate company or a start-up, I’ve summarized all the types of companies in Germany for you here.

• Legal forms: List

Der Beitrag Organs of a GmbH – managing director, supervisory board & company meeting erschien zuerst auf ℄ Real Estates.

Creditworthiness: Who checks what here?

In modern business dealings, it is impossible to imagine business without the examination of creditworthiness – i.e. credit rating. The reliability in payment matters is already checked with each purchase with a credit card. Installment purchases in the electrical goods market, for example, only work for the customer if the creditworthiness is checked immediately. The classic institution for credit information of any kind is the Schufa. Since 1927, this credit agency, which is organized privately as a public limited company, has been early to assess the reliability of people in terms of their ability and dependability to pay.

Before someone else checks my own creditworthiness, I can always do it myself. Here too, the classic way is to enquire at the Schufa. The first (usually postal) inquiry with Schufa is free of charge. For each further one the Schufa charges a fee of 30,- €. The answer is then also sent by post. For both landlords and tenants, Schufa offers special service packages with which credit information is formally correct.

Of course, there are now also numerous ways to determine your creditworthiness online. The advantage: it is faster and I can look at my own data at any time. If an error is noted there, it can be corrected very quickly. No matter whether Schufa or one of the online providers: Without the use of an ID card, no one can access their credit ratings.

Credits: Current and long-term liabilities

In the first step, for example, information on current or terminated loans, credit cards or credit periods is recorded in the credit check.

Accounts: Bank, shares Depot & Co.

Furthermore, the auditors obtain information from the buyer about his own bank or current accounts, as well as overdraft facilities, mail order accounts or account terminations.

Contracts: Telephone, leasing, payment by installments.

Here, for example, information on the conclusion of contracts, contract cancellations and individual contracts is collected.

Debt: Debtor directories (like Schufa)

This step checks whether entries have already been made in debtor directories. However, such companies also store information on dunning notices, insolvency applications, foreclosures and also on affidavits.

Check Schufa and evaluate data correctly

By obtaining information from a credit investigation agency (Schufa) you create a foundation. But before you decide on a tenant, you should evaluate the data correctly, for which you need a lot of expertise and experience in “reading” the score values. If you make the wrong decision on this point, this circumstance can lead to high follow-up costs and much trouble.

In real estate transactions – and also in the case of letting – the commissioning of a real estate agent naturally also includes checking the creditworthiness of interested parties. This gives you the security to rent to a really solvent applicant. You yourself have no work with the inquiry at the Schufa, since this service belongs to the achievements of the assigned real estate agent.

Likewise, you can be sure that you will only receive recommendations for those applicants who are eligible based on their income and creditworthiness. The evaluation of creditworthiness is carried out according to your criteria as owner. Do you have a very specific idea of the income, or rather the income level of your new tenant? If so, this important basis for you will be taken into account in the search for tenants and included in the screening of potential applicants. The pre-selection sent to you will save you a lot of time and nerves. Your gain is a maximum of security that you have found the right tenant for your property.

Letting with brokers? All advantages at a glance

Whoever thinks of renting out as a real estate owner does not always have an estate agent in mind at first. After all, the use of an estate agent costs money: Since June 1, 2015, the buyer principle has been in force in Germany for the procurement of living space: If you appoint an estate agent, you pay him. If the landlord appoints a broker to act as an agent, he must also pay him. If the broker finds a prospective tenant, the future tenant does not have to pay the broker anything.

What the broker costs when renting out

The amount of the commission is in principle freely negotiable for landlords. Usually it is between 1.5 and 2 net cold rents plus VAT. For tenants, the amount of commission is clearly limited by law: It may not exceed two net cold rents plus value added tax.

But: A real estate agent…

• Saves time and effort
  A good real estate agent takes over the time-consuming search for tenants on site.
• Offers more security!
  A good real estate agent checks the creditworthiness of potential tenants.
• Top rental agreement!
  A good real estate agent ensures a good tenancy agreement.
• Brings tax advantages!

Brokerage costs are tax deductible for the landlord.

Der Beitrag Creditworthiness check: Possibilities, buyers, experience and what is being checked? erschien zuerst auf ℄ Real Estates.