Organvertretung

Organvertretung describes the representation of a legal entity or organization by its governing bodies or its members acting as officers. In company law, organs such as a board, managing directorates or similar institutions hold authority to bind the organization in legal transactions through their official acts. The term encompasses both external representation in dealings with third parties and internal decisions that affect the organization’s legal position.

The legal basis and scope of organvertretung depend on the type of organization and its articles of association. In stock corporations (Aktiengesellschaft, AG), the board (Vorstand) generally represents the company externally, while in limited liability companies (Gesellschaft mit beschränkter Haftung, GmbH) the managing directors (Geschäftsführer) perform the external representation. The articles of association or statutory law may specify whether representation is possible via Einzelvertretung (single member) or requires Gesamtvertretung (joint action of multiple members). External representation may be subject to limits, for example through internal resolutions, appointment of authorized representatives, or public registration.

Limitations and consequences: The organization is typically bound by acts within the organ’s official authority. If an organ member exceeds or violates their authority, the organization may challenge the act, or the actor may bear liability. In some situations, apparent authority or “Anscheinsvollmacht” can bind the organization if a third party reasonably relies on the organ’s representation.

The concept also applies to associations, foundations and other legal entities, reflecting how their governance bodies act on behalf of the organization in legal relations.