The Supervisory Board May Not Manage

The Stock Corporation Act says: Der Vorstand hat unter eigener Verantwortung die Gesellschaft zu leiten. The management board runs the company on its own responsibility. The supervisory board oversees it, but management measures cannot be transferred to the supervisory board. It may only require that certain kinds of transactions need its consent. The shareholders’ meeting may decide a question of management only if the management board asks it to. In a limited liability company, the GmbH, the arrangement is different. There the managing directors must observe the limits that the shareholders set.

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