External body

Definition and legal basis

Third-party management refers to the transfer of management and leadership tasks to persons who are not shareholders of the company. In contrast to self-management, where shareholders take over the management of the company themselves, third-party management enables the involvement of external expertise. In legal terms, it is particularly common in corporations such as GmbHs and stock corporations. Company law permits the appointment of managing directors or board members who do not belong to the group of shareholders. The third-party board offers companies the opportunity to recruit specialized managers. It creates a clear separation between ownership and company management. The practice of third-party management has become established in complex corporate structures.

Legal requirements

The appointment of external bodies is subject to specific legal requirements. Managing directors must have the necessary professional qualifications and personal suitability. Reasons for exclusion such as insolvency or criminal convictions prevent the appointment. The appointment process is carried out by the shareholders’ meeting or the supervisory board. The appointment can be for a limited or unlimited period. Remuneration and duties are precisely regulated in managing director contracts. The liability of external bodies is defined by law and includes duties of care and loyalty towards the company.

Economic and strategic importance

Third-party management enables companies to integrate external expertise. Professional managers can take on management tasks without owning shares. This allows a clear separation of ownership and company management. Start-ups and family-owned companies use third-party management to expand their management capacities. The practice makes it possible to recruit highly qualified managers. International experience and industry-specific knowledge can be incorporated into company decisions.

Legal risks and challenges

Third-party board membership poses specific legal challenges. Conflicts of interest between third-party bodies and shareholders must be avoided. Remuneration structures and incentive systems require careful design. The liability of third-party bodies is complex and encompasses various areas of responsibility. Compliance requirements must be strictly adhered to. The documentation of decision-making processes is crucial.

Digital transformation and external bodies

Digital technologies are changing the practice of third-party governance. Blockchain and AI are enabling new forms of corporate governance. Virtual management models and international management structures are gaining in importance. The role of external bodies is being redefined by digital technologies. Digital tools are improving transparency and decision-making efficiency.

Future prospects

Third-party management is constantly evolving. Global economic structures require flexible management models. Digital technologies and international management concepts are changing traditional forms of organization. The role of external bodies is becoming increasingly strategic and less operational. Interdisciplinary approaches are becoming more important.