Exemption from Sec. 181 BGB
Also: Befreiung von § 181 BGB, exemption from the prohibition of self-dealing, self-contracting
In short
The exemption from Sec. 181 BGB allows a managing director to conclude contracts on behalf of the company with themselves or with a third party they also represent. Without this permission, such self-dealing transactions are generally not allowed.
Exemption from Sec. 181 BGB explained
Sec. 181 BGB prohibits a representative from transacting with themselves unless permitted to do so; the only exception is the mere fulfilment of an obligation. This matters in practice when the managing director is also the landlord or lender of the GmbH, or also represents a second company, for example in a holding structure or a GmbH & Co. KG. Sec. 181 BGB expressly applies to a sole shareholder who is also the sole managing director, and their transactions with the GmbH must be recorded in minutes (Sec. 35 (3) GmbHG). It is customary to grant the exemption in the articles of association and to register it as part of the power of representation in the commercial register (Sec. 10 (1) GmbHG).
