The question
How do several managing directors or board members work together, and who is responsible when the work is divided among them?
In brief
The law assumes that a management body with several members acts jointly: jointly in the GmbH, the German stock corporation (AG) and the civil-law partnership (GbR), by majority in the registered association (Verein). Dividing responsibilities into portfolios relieves the individual but does not release them. Every member remains responsible for the whole and must keep an eye on the others. Rules of procedure, a regular rhythm of coordination and proper records turn several portfolios into one acting body.
The law
Acting jointly as the statutory starting point
GmbH. Where several managing directors are appointed, they may represent the company only jointly unless the articles provide otherwise (Section 35(2) Limited Liability Companies Act (GmbHG)). According to the prevailing view the same applies to internal management. In practice the articles usually provide for sole representation or representation by two directors together.
AG. Where the management board has several members, they are authorised to manage the company only jointly (Section 77(1) sentence 1 Stock Corporation Act (AktG)). The articles or rules of procedure may provide otherwise, but may not let individual members override the majority. Representation is likewise joint (Section 78(2) AktG). The board manages the company on its own responsibility (Section 76(1) AktG).
Verein. A board with several members represents the association by a majority of its members (Section 26(2) sentence 1 German Civil Code (BGB)). It decides according to the rules for the general meeting (Section 28 with Sections 32 and 34 BGB). The articles may deviate (Section 40 BGB) and often do, for example with the rule “any two board members jointly”. Board members serve without pay unless the articles provide otherwise (Section 27(3) sentence 2, Section 40 BGB).
GbR. Since 2024 management is vested in all partners jointly, except where delay would endanger the partnership (Section 715(3) BGB); representation is also joint (Section 720(1) BGB). Where sole management has been agreed, any other managing partner may object to a transaction (Section 715(4) BGB).
The statutory default is therefore cooperation, not hierarchy. Those who agree individual powers gain speed and must restore the lost coordination by other means.
Portfolios and rules of procedure
Dividing management into portfolios such as finance, technology and sales is common and sensible. The Federal Court of Justice (BGH) requires a clear and unambiguous allocation supported by all members of the body. The tasks must be fully covered by professionally and personally suitable people, and the whole body must remain responsible for matters that cannot be delegated. Written form is not mandatory (BGH, judgment of 6 November 2018, II ZR 11/17).
The place for this is the rules of procedure. An AG’s management board may adopt them itself unless the supervisory board is responsible (Section 77(2) AktG). In a GmbH they may come from the shareholders or, if the shareholders allow it, from the directors themselves. Good rules cover portfolios, deputies, the rhythm of meetings, decision-making, majorities, transactions requiring consent and minutes.
Overall responsibility despite portfolios
Portfolios change the tasks, not the responsibility. Each director must keep themselves regularly informed about the portfolios they do not run and must intervene if there are signs of things going wrong. If several directors breach their duties, they are jointly and severally liable to the company (Section 43(2) GmbHG, Section 93(2) AktG).
Some duties fall on every member personally, however the portfolios are cut: continuous monitoring of developments that could endanger the company’s survival (Section 1(1) Corporate Stabilisation and Restructuring Act (StaRUG)), the duty to file for insolvency (Section 15a Insolvency Code (InsO)) and the prohibition of payments once the company is insolvent (Section 15b InsO). In a crisis there are no other people’s portfolios.
Coordination and records
The duty to monitor does not call for mistrust but for a reliable flow of information. Regular meetings, portfolio reports and a shared view of liquidity and risks meet it better than occasional checks.
Records protect twice over. They show who decided what. And they show that a business decision was based on adequate information, which can be decisive for liability (Section 93(1) sentence 2 AktG, whose idea is also applied to the GmbH). A member who disagrees with a majority decision should have the objection minuted.
Online
Management teams now often work from different places. The law does not stand in the way. It prescribes no form for meetings of GmbH directors, and for the board of a Verein the rules of Section 32 BGB apply through Section 28 BGB, including hybrid and fully online meetings (subsection 2) and resolutions without a meeting if all agree in text form (subsection 3).
What matters is rhythm. Synchronously, in meetings live online, the team deliberates and decides what needs argument and reply. Asynchronously, in a shared workspace, reports, drafts and questions move along. Separating the two deliberately frees time for the conversations that really have to be held together. More on Synchronous and asynchronous.
Resolutions by circulation belong in the rules of procedure: which form (for example text form by e-mail or in the workspace), which deadline, that silence does not count as consent, and whether a single member can insist on a meeting. Stock corporation law offers a useful default for the supervisory board: without more detailed rules such procedures are permissible only if no member objects (Section 108(4) AktG).
Joint representation does not require everyone to be present at the same time. Each can make their declaration separately, including electronically; where written form is required, a qualified electronic signature replaces it (Section 126a BGB).
Relevant phases
- Starting the cooperation: portfolios, rules of procedure and rhythm are set.
- Carrying out the cooperation: coordination and records day to day.
- Supporting the cooperation: monitoring as mutual attention.
- Developing the cooperation: portfolios grow with the business.
Read on: Shareholders among themselves · Shareholders and management · Decisions and meetings
Limits of this overview
This page outlines principles of German law for the GmbH, AG, Verein and GbR. Companies with employee co-determination, cooperatives and regulated sectors partly follow their own rules.
As at 30 September 2026