Nominee Director Germany: Managing Director Services for Foreigners

A nominee director in Germany is a qualified professional appointed as your company’s official managing director, the Geschäftsführer, and entered in the commercial register so your GmbH has genuine local presence. For a foreign owner who is not based in Germany, that local director is often what makes a bank account, a notary appointment, or a dealing with the tax office run smoothly. Müller Konsult provides this service for international owners across Germany, Austria, Switzerland, and Liechtenstein.

One point matters from the first line. Under German law a managing director is a real, accountable office that carries real duties and personal liability. A “nominee” is still a genuine appointment, not a passive front, and it does not hide who owns the company. This page explains exactly what the role involves, what it does not, and how we run it compliantly.

What is a nominee director? (and what it is not)

A nominee director is simply a managing director appointed on behalf of, and in coordination with, the company’s owner. Legally there is no separate “nominee” category in German company law: the person is the Geschäftsführer of the GmbH, with the same statutory duties as any other director. The word “nominee” describes the commercial arrangement, not a lesser legal status.

It helps to separate two ideas that the market often blurs:

• A nominee director sits in the management seat and represents the company.
• A nominee shareholder is a separate, ownership-level arrangement used to conceal who really owns the business.

Müller Konsult provides the first and does not offer the second. Beneficial ownership is disclosed to the authorities regardless of who sits as director, so anyone selling a German “nominee” structure on a promise of anonymity is selling something the law does not support. Our service is about local substance and compliance, handled by a named lawyer, not secrecy.

Why foreign owners appoint a local director

You do not need to live in Germany, or hold any particular nationality, to own a GmbH. But day-to-day, a company with no local management can hit friction. A resident or local managing director helps in the places where foreign owners most often get stuck:

• Banking. Opening a German business account is usually the hardest step for non-residents, and banks generally expect to see management with a local connection. A local director is frequently the difference between an account being opened and an application stalling.
• The notary and the register. A managing director who can attend in person, or coordinate the paperwork locally, keeps register filings and corporate changes moving.
• The tax office and authorities. A local Geschäftsführer gives the Finanzamt and other authorities a real point of contact in Germany.
• Shelf-company purchases. Many buyers of a ready-made GmbH or a shelf company in Germany pair the purchase with a local director so the entity is genuinely operational from day one.

Is a resident director required in Germany?

This is the question we are asked most, and the honest answer is nuanced. German company law sets out who must run a GmbH but does not impose a residency requirement on the managing director. The GmbHG simply requires that a GmbH have at least one managing director (GmbHG §6); it is silent on where that person lives. So a non-resident, non-EU national can lawfully be the sole director of a German company.

In practice, though, the gap between “legally allowed” and “smooth in reality” is wide. Banks, the tax office, and sometimes counterparties prefer, and occasionally effectively require, management with a local presence. That is why so many foreign owners appoint a local director even when the statute does not force them to. The requirement is commercial, not strictly legal.

Within the DACH region this varies. Switzerland is the clear exception: a Swiss company genuinely needs a director resident in Switzerland, which is a hard requirement rather than a preference. We cover the country-by-country picture below.

Who can be a GmbH managing director?

German law is specific about eligibility. A managing director must be a natural person with full legal capacity (GmbHG §6) — a company cannot be a director, and the person must be able to act for themselves in law. There is no nationality or residency condition.

What does disqualify someone is a relevant criminal record. Under GmbHG §6, a person cannot serve as managing director for five years after a final conviction for offences such as delaying an insolvency filing, insolvency-related offences, making false statements in corporate filings, or fraud where the sentence was at least one year. Anyone we place as a director is screened against these grounds before appointment, which is part of why a lawyer-led service is worth more than a name on a form.

The legal duties of a managing director

This is the section most providers leave out, and the one that matters most. A Geschäftsführer is not a ceremonial title. The role carries duties set out in statute, and breaching them creates personal exposure.

• Representation. The managing director represents the company in and out of court. Where there is more than one director, they act jointly unless the articles of association provide otherwise (GmbHG §35).
• Due care. A director must conduct the company’s affairs with the care of a prudent businessperson. A director who breaches their duties is liable to the company, jointly and severally with any co-directors, with claims time-barred after five years (GmbHG §43).
• Insolvency filing. If the company becomes illiquid or over-indebted, the director must file for insolvency without delay — at the latest three weeks after illiquidity (Zahlungsunfähigkeit) and six weeks after over-indebtedness (Überschuldung). Missing this deadline is not just a civil matter; it is a criminal offence under §15a of the Insolvency Code (InsO).
• Tax and social security. The director is responsible for the company’s tax filings and for paying withheld taxes and social-security contributions, and can be held personally liable for defaults.

Because these duties are real, a nominee director cannot simply be passive. The arrangement only works when it is a genuine appointment supported by proper oversight, which is exactly how we structure it.

The risks of a nominee director, and how we manage them

Searchers ask, repeatedly, what the risks of being a nominee director are. The candid answer is that the risks are the same as for any managing director: personal liability for breaches of duty (GmbHG §43), for tax and social-security defaults, and for a late insolvency filing (§15a InsO). A “nominee” badge does not reduce any of this.

That is precisely why this should never be an anonymous, arm’s-length arrangement. We manage the risk on both sides through structure rather than wishful thinking:

• A written mandate agreement that defines the director’s authority, the owner’s instructions, reporting lines, and indemnities.
• Genuine involvement, so the appointment is real and defensible, not a sham that could expose owner and director alike.
• Ongoing oversight of filings, tax deadlines, and the financial position, so the insolvency-filing and tax duties are actually met.
• Clear scope, so everyone knows what the director will and will not sign.

Handled this way, a nominee directorship is a legitimate governance tool. Handled carelessly, it is a liability, which is why we decline mandates that cannot be run properly.

Transparency and beneficial ownership: no hiding

A nominee director changes who manages the company, not who is recorded as owning it. Germany maintains a beneficial-ownership register, the Transparenzregister, and under anti-money-laundering law (the Geldwäschegesetz, GwG) the company’s ultimate beneficial owners must be reported there. Appointing a local director does nothing to remove that obligation.

So if your goal is privacy from the public in routine commercial dealings, a local director can provide a degree of separation in day-to-day contact. If your goal is to conceal ownership from the authorities, that is not something a nominee director achieves, and not something we offer. We are explicit about this because the offshore corner of this market is not, and getting it wrong creates legal exposure rather than protection.

Nominee director vs owner-director vs Prokurist

A local director is not the only way to give a German company presence. Three options come up, and they are not interchangeable.

Many owners are perfectly able to act as their own director — a nominee is optional, not mandatory. A Prokurist can be a lighter-touch way to add a local signatory without handing over the directorship. We help you choose the structure that fits, rather than defaulting everyone to the same package.

How our nominee director service works

Our process is built to keep the appointment compliant and the liability properly managed from first call to handover.

1. Consultation and scope. We assess whether you actually need a nominee director, can act as your own director, or only need a Prokurist, and we agree the scope of authority.
2. Due diligence and KYC. This runs both ways: you identify the ultimate beneficial owners under the GwG, and we run our own checks before accepting any director mandate.
3. Mandate agreement. We put the engagement in writing — duties, instructions, reporting, indemnities, and term — so both sides are protected.
4. Appointment and registration. The managing director is appointed by resolution and entered in the Handelsregister, and the beneficial owners are confirmed in the Transparenzregister.
5. Banking and operations. The local director helps satisfy the bank’s expectations and acts as the company’s point of contact with the Finanzamt and other authorities.
6. Exit and handover. When you appoint your own director, we manage an orderly resignation and the corresponding register filings.

Have questions about your specific situation? Request a free callback with our lawyers, with no commitment. Talk to our team.

What you need to provide (KYC and AML)

German anti-money-laundering rules (the Geldwäschegesetz) apply to the engagement, and our own professional duties mean we vet every mandate. Expect to provide:

• Identification of the ultimate beneficial owners (passport and proof of address).
• Details of the company and its ownership structure.
• The intended business activity and purpose.
• Source-of-funds information where the bank requires it.
• Corporate documents and the ownership chain if the owner is a legal entity.

We coordinate the checks so the file is complete before the director is appointed and before any bank application.

Nominee director across the DACH region

We provide local and managing-director services across the German-speaking jurisdictions, and the rules differ by country.

Switzerland is the case where a local director is not optional. If you are setting up there, see our guidance on the Swiss residence permit and business immigration route, which interacts with the resident-director requirement. For Germany and Austria, the appointment is usually about smooth banking and operations rather than a hard legal mandate.

What the service includes, and what costs extra

Many providers quote a single “from” figure or hide the price entirely. We prefer to be clear about what an engagement covers and what is separate, then quote transparently for your situation.

Pricing depends on the company’s risk profile, structure, and how long the director is needed, so we give a clear figure once we understand the engagement rather than a vague headline number. Contact us for a tailored, transparent quote.

Why use a lawyer-led provider, not an offshore nominee shop

There is a corner of this market that sells “nominee directors” on a promise of secrecy, with no mention of duties, liability, or the beneficial-ownership register. A German managing directorship is a real legal office, so who arranges it matters. With Müller Konsult you get:

• Legal grounding. Every claim on this page is anchored to the actual statute (the GmbHG and InsO sections cited), not marketing copy.
• Honest risk treatment. We tell you about the personal liability, then structure the mandate to manage it.
• Full transparency. We do not conceal ownership; the UBO is disclosed as the law requires.
• A named, accountable adviser. Your engagement is led by a corporate lawyer with a real office and contact details.

That combination is the difference between a defensible governance arrangement and a risk dressed up as a service.

This page is general information, not legal or tax advice; company-law and AML rules change and apply to your facts. We do not guarantee bank approval or any particular outcome. Speak to us about your specific situation before acting.

Frequently asked questions

Official sources

• German Limited Liability Companies Act (GmbHG), official English text — gesetze-im-internet.de
• German Insolvency Code (InsO) §15a, official English text — gesetze-im-internet.de
• German Commercial Register (Handelsregister) — handelsregister.de
• Transparency register (Transparenzregister) — transparenzregister.de

Ready to appoint a compliant local director?

Contact Müller Konsult for a transparent, lawyer-led nominee and managing director service in Germany and the wider DACH region. We assess your needs, structure the mandate properly, and handle the appointment and registration. Müller Konsult · Königsallee 27, 40212 Düsseldorf · +49 211 5403 8800 · info@gmbhforsale.com · Request a callback

Reviewed by Stefan Stelthove, Corporate & Commercial Lawyer, Müller Konsult. Last updated 7 June 2026.

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