GRP Rainer LLP

Premature Reappointment of Joint - Stock Company (Corporation) Board Members Is Possible

The Federal Supreme Court has decided (judgment of 07/16/2012 Case No.: ZR 55/11) that early corporation directors reappointment may be possible.


Cologne, NRW -- (SBWIRE) -- 01/24/2013 -- GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Dusseldorf, Essen, Frankfurt, Hamburg, Munich, Stuttgart, Hanover, Bremen, Nuremberg and London conclude: The Federal Supreme Court in its statement made reference to the Stock Corporation Act (AktG). According to it, a premature reappointment of a corporation board member for five years is permitted in case of an amicable resignation without special reasons. For this purpose, the Supervisory Board should no longer be bound by the provisions of the Stock Corporation Act. Furthermore, it is necessary to decide at least every five years on the renewal of the board member appointment.

The applicant is a member of a stock corporation Supervisory Board. One day before a general meeting, the Supervisory Board decided to re-appoint two board members for five years as board members, under mutual consent about termination of their not yet expired three-year term. The applicant sought to declare the Board’s decisions invalid.

The Regional Court had dismissed the action already in the first instance. The Higher Regional Court upheld the action. It stated as substantiation thereof that the premature reappointment of the board that was to be elected at the General Meeting represents a fait accompli. The Federal Supreme Court supported the present decision, however, as a result of the Regional Court ruling. In its opinion, the impossibility does not result from the fact that the Supervisory Board should have been bound by the decision. There are no obvious reasons, for which the re-appointment may be considered abusive under certain circumstances.

The Company as a corporation is a trade company, and thus a merchant in terms of the law. This applies regardless of its actual field of business activity. It is a bearer of rights and duties, so it can even sue and be sued. The Stock Corporation Act is the legal basis thereof.

An attorney experienced in corporate law can provide you support at the establishment of a corporation, drafting of its articles of association, change of ownership, and eventually during the liquidation of the company.

About GRP Rainer LLP
GRP Rainer LLP is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Essen, Frankfurt, Hamburg, Hannover, Munich, Stuttgart, Bremen, Nuremberg and London UK.

Contact Michael Rainer
Lawyer, Managing Partner

GRP Rainer LLP
Hohenzollernring 21-23
50672 Cologne

Phone: +49 221-27 22 75-0