Appointment of managing directors

At the time the company is established, the shareholders must appoint one or more managing directors. This is achieved by a simple majority resolution, and can be recorded in a private document. The application for the managing director to be listed in the Commercial Register requires the managing director’s signature to be certified by the notary. The managing directors must provide a written assurance that there are no circumstances preventing their appointment (e.g. a final judgment relating to an insolvency offence or a court ruling prohibiting the pursuit of business activities) and that they have been advised of their duty of full disclosure vis-à-vis the court. They must also declare whether the original contributions agreed in the memorandum of association have been made, and state whether the managing director can now freely dispose of the share capital.