When disagreement is not enough – appointment of an interim managing director only in the event of corporate incapacity

published on 16 July 2025 | reading time approx. 2 minutes

A company without a managing director is like a ship without a captain – it needs someone to take the helm and who is legally authorized to represent the company. This is because there are considerable (economic and legal) risks in case of incapacity to act and make decisions.

If a company is left without management, a quick, short-term solution is often required. One such solution may be the judicial appointment of an interim managing director. However, this option is subject to special requirements. A recent decision by the Higher Regional Court of Celle shows these requirements and why the sole disagreement among the shareholders is not sufficient for the appointment of an interim managing director.

Legal background – Under what circumstances can the appointment of an interim managing director be considered?

The appointment of a managing director is normally under the responsibility of the shareholders' meeting. A deviation from this allocation of powers under company law in the form of the judicial appointment of an interim managing director can only be considered if the company is without management and there is a case of urgency.

The Higher Regional Court of Celle dealt with these requirements (decision of 10 March 2025 (case no. 9 W 22/25)) and emphasized that the judicial appointment of an interim managing director is the last resort. It is therefore ruled out if there are options under company law to reestablish the ability to act. For this reason, the competence of the shareholders' meeting to appoint managing directors cannot be affirmed in the case of mere company disputes.

What was the decision about?

The Higher Regional Court of Celle had to decide on an appeal by the sole limited partner of a GmbH & Co. KGaA. The latter is a licensee of “Deutsche F Liga GmbH” and operates a professional football team. The sole shareholder of the complementary was a registered association.

After the managing director of the GmbH & Co. KGaA was dismissed and the appointment of a new managing director failed due to a deadlock in the supervisory board, the limited shareholder applied to the competent registry court for the appointment of an interim managing director for the GmbH & Co. KGaA.

Decision of the Higher Regional Court of Celle from March 2025

The Higher Regional Court of Celle followed the reasoning of the previous decision of the registry court and dismissed the appeal as unfounded due to the lack of the requirements for a judicial appointment of an interim managing director.

In doing so, the court clarified that the company concerned - contrary to the complainant's reasoning - was entitled under company law to reestablish its capacity to act. Judicial intervention in the company's affairs was therefore to be rejected. This applies even if its supervisory board cannot agree on the appointment of a new managing director (which is its responsibility under the articles of association). This is because a managing director can be effectively appointed for the company by a corresponding shareholder resolution of its sole shareholder. This also applies if the responsible supervisory board is unwilling or unable to do so. In the present case, the sole shareholder was also willing to make use of its power of appointment.

Furthermore, the court stated that the appointment of an interim managing director could only be demanded by shareholders of a company. As a non-shareholder, the limited partner therefore also lacked the entitlement to assert a corresponding claim in court.

Recommendation for practice

With its decision, the Higher Regional Court of Celle underlines the considerable importance of provisions and instruments in the articles of association and the exceptional nature of the appointment of an interim managing director. In the event of a company's inability to act due to a lack of management, the available options under the articles of association must be taken into account, even in cases of urgency, before the judicial appointment of an interim managing director is considered. For this reason, it is important to analyze possible deadlock situations and their solution at an early stage, particularly when drafting the articles of association, and to create appropriate provisions.