External organization
External unions (or third-party unions ) in corporate law for corporations is the principle that the organization representation of the company can be separated from its shareholders and delegated to external administrators . The opposite is self-organization . The external organization is - unlike the self-organization - not to be strictly applied.
General
In societies generally provides the legal question of who in her body as Executive or Managing Director may act. The shareholders are particularly suitable for this because they also carry the entrepreneurial risk with their equity . Company law has decided to make this question dependent on the type of company - partnership or corporation .
Legal issues
In the case of corporations, the management or the board of directors does not have to come from among their shareholders, but their organizational representation may also be recruited from persons outside the company - to the exclusion of the shareholders. The appointment of the board representatives takes place in accordance with the legally prescribed rules. The board of directors of the association ( Section 26 (1) BGB ), the stock corporation ( Section 76 (1 ) AktG ), the mutual insurance association ( Section 188 (1) VAG ) and the managing director of the company with limited liability ( Section 35 (1) GmbHG ) do not have to come from the group of shareholders, but can come from outside via an employment contract . In Section 6, Paragraph 3, Clause 1 of the GmbHG, the legislature has explicitly approved the external organization. The European Economic Interest Grouping (EEIG) also permits the external organization in accordance with Art. 19 (1) EEIG-VO. There are no regulations for the association's board in the BGB, so that the board of the association can be formed in external as well as in self-organization.
purpose
The background to the external organization is the increase in welfare within society that usually results from it through the experience and expertise of external managers. Since the external organization is not compulsory, there are also partner-managing directors who act both as capital providers and as managing directors.
Individual evidence
- ↑ Holger Fleischer , Basic questions of economic theory in company and capital market law , in: ZGR, 2001, p. 8
