Emergency Board
The emergency board refers to a board or board members that a court appoints so that the body is (re) properly staffed. The emergency board leads the corporation like a regular board member (or a regular board member), but is required to eliminate the "emergency" and to ensure that the board of directors is properly filled.
Association law
The emergency board was developed under civil law in association law. According to § 29 BGB, an emergency board is to be appointed if the necessary members of the board for the proper representation of the association (§ 26 Abs. 1 S. 1 BGB) are missing. In addition, there must be an urgent need (“in urgent cases”).
Accordingly, any person with an interest in the appointment of the board of directors can submit an application to the competent registry court at the registered office of the association with the reason that the board of directors is not properly staffed upon application (informally, § 23 para. 1 FamFG). The reason why the board is not properly staffed is irrelevant. It can also be a temporary prevention, § 34 BGB, or a case of self-dealing, § 181 BGB.
The court should only intervene in urgent cases. A case is urgent if the club is threatened with damage or immediate action is required.
Responsible is the Rechtspfleger, § 3 Abs. 1 Nr. 1 a RPflG.
Foundation law
A similar case to that of an association can also arise with foundations . Since the board of a foundation can sometimes not be re-elected or replaced by members (for example, if the board is co-opting), Section 29 BGB via Section 86 BGB also applies to foundations.
In the case of foundations, the foundation laws of the federal states that deal with the appointment of emergency boards must also be observed. For example, § 13 StiftG SH provides that the foundation supervisory authority can recall board members and request the appointment of new board members.
Public companies
The appointment of an emergency board member for stock corporations is based on Section 85 AktG and corresponds to the regulation for associations.
Individual evidence
- ↑ OLG Schleswig: U . In: OLG Schleswig (Ed.): Rpfleger 2013 p. 272 .
- ↑ Palandt / Ellenberger, § 29, marginal number 3: BGB . Ed .: Beck.
- ↑ § 13 StiftG SH
