The change of an executive / managing director is one of the most frequently requested changes in a limited liability company. The managing director is a statutory body of the Ldt. and as such conducts all legal acts on behalf of the company. During the existence of the company, there is often a need to replace or add a new executive. The right to change the executive belongs to the shareholder or to shareholders of the limited liability company, i.e. to the owners. The decision on the change of the executive must be done by the General Meeting, or by the decision of the sole shareholder in a single-member limited liability company.
Change in management most often occures due to the dismissal of the original executive and the appointment of a new managing director. In other cases, the change occurs after the resignation of the executive, the end of his term or the death of the executive.
The process of change of the executive
Change of the management is subject to the voting of the shareholders at the General Meeting. The General Meeting is convened by the original executive through a written invitation addressed to all shareholders and stating the agenda of the General Assembly - which indicates that the General Assembly will decide on the dismissal of the original director and on the appointment of a new managing director. The law further allows members to decide also without the General Meeting or to convene the General Meetings themselves - this is especially true in cases of inactivity of the original director of the company.
Present members of the GM vote on the change and in the event of a positive result, the change of the executive will be executed. The Minutes of the General Meeting will then serve as a basis for the change in the Commercial Register.
The law does not require the form of a notarial deed for the decision on the change of the executive. A notarial deed is required only when expressly so provided by the Memorandum of Association or in cases when it will be necessary to make a change in the number of company directors - for example, instead of one there will be two, or the opposite.
In cases of single-member Ltd. companies, the Minutes of the General Meeting are replaced by a written form of the decision of the sole shareholder.
If you do not want to deal with all the necessary paperwork associated with the change of the executive of your company, we offer our comprehensive service carrying out the requested change of the management of the company.
Change in the Board of Directors or Supervisory Board members
The statutory body of the joint-stock company and the European Company is not an executive, but a member of the Board of Directors. Unlike a limited liability company, these companies must establish a supervisory body - the Supervisory Board, whose members can also be changed. A change of directors or members of the Supervisory Board is subject to the voting of the shareholders at the General Meeting, or subject to the decision of a sole shareholder.
Under the same conditions as the change of an executive, we will also arrange for you to change a member of the Board of Directors or change a member of the Supervisory Board.
If you have any further questions about changes in the statutory bodies of your company, do not hesitate to contact us!
You can also order the change of an executive online!