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

AEVO in the Masterclass (free of charge)

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Now in the Masterclass: AEVO 2 – Prepare training.

Becoming a trainer: Fields of activity and preparation for the exam

Here you will find everything you need to know! Get to know the fields of action of the AEVO exam and get practical tips for your final presentation with many examples and videos – all for free! Now in the Lukinski Masterclass:

• AEVO 1 – Check training requirements
• AEVO 2 – Preparing training
• AEVO 3 – Train skilled workers
• AEVO 4 – Completing training
• Presentation – example and concept

Preparation for the training

• Draw up a training plan based on the training regulations
• Take into account the participation and determination of the operational interest representations
• Determine the need for cooperation, in particular coordination with the vocational school
• Criteria and procedures for the selection of trainees
• Prepare vocational training contract and apply for registration with the competent body

What is the youth and trainee representation?

The youth and trainee representation represents young people under the age of 18 and employees in vocational training (trainees, working students, interns) under the age of 25.

All employees under the age of 25 are eligible to vote. They are all also entitled to vote.

The “youth and trainee representation” may be established if there are at least 5 employees under the age of 18 and/or trainees under the age of 25.

• Representation of young people under 18
• Employees in vocational training under 25
• Foundations with at least 5 employees under 18 years of age or employees in vocational training under 25 years of age

What are the tasks of the works council?

The works council has participation rights but also co-determination rights.

The right to participate includes, for example, the right to be heard and the right to consultation. The right of co-determination includes, for example, the right of approval (e.g. of the training plan).

What criteria are used in the selection of applicants?

• Overall impression of the documents (compilation and care)
• Cover letter with or without interest in the training occupation
• Skills, previous experience and internships

What questions are not allowed in the interview?

Some questions do not have to be answered by applicants in principle.

When such questions are asked, it is even allowed to tell the untruth.

• Family Planning
• Financial situation
• Member of trade union or party
• Sexuality
• Health
• Religious affiliation
• Personal information of family members

Can the training period be shortened?

Yes, before the start of the vocational training, the training period can be shortened by the trainer due to certain requirements. These include, for example, the degree of academic training or previous vocational training. The shortening and justification is entered directly in the training contract.

During the training period, the duration can be shortened by an early final examination if the performance justifies it. For this, the trainee requires the consent of the trainer and the vocational school.

There is no legal entitlement to a shortening. The decision is at the discretion of the trainer.

• Shortening before the start of training
  Prerequisite: High academic degree, previous professional training
• During the training by early final examination
  Prerequisite: Very good performance.
• Legal claim does not exist

Can the training period be extended?

If the training objective cannot be achieved, e.g. due to a prolonged illness, failure to pass the final examination or parental leave, the training period can be extended.

• Prolonged illness
• Failure to pass the final examination
• Parental leave

How often may the final examination be repeated?

If the final examination is not passed, it may only be repeated twice.

The training period may be extended by a maximum of 1 year at the trainee’s request, until the trainee passes the final examination.

• Repetition 2x possible
• Extension of the training by max. 1 year

From when does the verbal job promise apply?

The commitment is immediately legally binding. The contract must be in writing at the latest at the beginning of the training.

• Verbal commitment is immediately legally binding

Learn more for free…

All questions about the block “AEVO 2 – Preparing training” can now be found here:

Now in the Masterclass: AEVO 2 – Prepare training

AEVO questions: All fields of activity

All fields of activity of the instructor examination at a glance:

• AEVO 1 – Check training requirements
• AEVO 2 – Preparing training
• AEVO 3 – Train skilled workers
• AEVO 4 – Completing training
• Presentation – example and concept