Local Court of Hannover on the ex officio appointment of a restructuring officer
The Amtsgericht Hannover (Local Court of Hannover) ruled by order of 26 August 2026 that a restructuring officer may also have to be appointed ex officio if a restructuring plan is intended to affect shareholding or membership rights of consumers. The basis of the decision is § 73 para. 1 sentence 1 no. 1 alt. 1 StaRUG (German Corporate Stabilisation and Restructuring Act).
The court interprets this provision broadly. It thereby takes a position against the prevailing view, according to which an obligation to appoint a restructuring officer should exist only where claims or expectant rights to separate satisfaction are being modified. In the view of the AG Hannover (Local Court of Hannover), the protective scope of the provision is not limited to these legal positions.
Broad interpretation of § 73 para. 1 sentence 1 no. 1 alt. 1 StaRUG
Protection of consumers and SMEs
The Amtsgericht classifies § 73 para. 1 sentence 1 no. 1 alt. 1 StaRUG as a protective provision in favour of consumers as well as small and medium-sized enterprises. According to the decision, this protection is not intended to apply only when claims or expectant rights to separate satisfaction are modified.
Under the interpretation adopted by the court, the provision may also apply where shareholding rights are affected by the restructuring plan. The decisive factor is therefore that consumers or SMEs may be affected by the plan’s effects in a manner protected by the provision.
Departure from the prevailing view
The decision expressly departs from the prevailing view. That view assumes an obligation to appoint a restructuring officer under § 73 para. 1 sentence 1 no. 1 alt. 1 StaRUG only where claims or expectant rights to separate satisfaction are modified.
The AG Hannover does not consider such a limitation convincing where consumer rights are to be modified in the restructuring plan via shareholding or membership rights. In its view, the provision must be interpreted extensively.
Information provided by the debtor on consumer status
Possible private asset management was sufficient for the court
In the case decided, the debtor had stated that four natural persons as shareholders might be consumers. This was explained by reference to the fact that these persons held their shares merely as part of private asset management.
In the view of the AG Hannover, this information was sufficient to assume that they were affected within the meaning of the appointment decision. According to the decision, the court’s own investigations were in principle not required in this respect.
Significance of being affected by the restructuring plan
The decision is based on the premise that even the possible effect on consumers through the modification of shareholding rights may be relevant. According to the reported content of the order, the court does not require any further clarification of its own where the debtor provides corresponding information.
The AG Hannover thus relies on the information provided in the restructuring proceedings and considers it sufficient insofar as it concerns the possible consumer status of the shareholders affected.
Right to propose the person of the restructuring officer
Binding effect of the debtor’s proposal only subject to requirements
The AG Hannover also addressed the question of when the court is bound by a proposal made by the debtor as to the person of the restructuring officer. According to the decision, such binding effect exists only if the certificate regarding the requirements of § 51 StaRUG is issued by an impartial, qualified person.
The court thus imposes requirements on the person issuing such a certificate. According to the decision, impartiality is an independent prerequisite for the binding effect of the proposal.
Procedural representatives as issuers of the certificate
According to the order, procedural representatives of the debtor who also act as persons providing assurance and as plan drafters are, at least due to a lack of impartiality, not suitable to issue a certificate with the aforementioned binding effect.
This concerns the situation in which the same persons perform several functions in the proceedings. In this case, the court denies the required impartiality for the certificate under § 51 StaRUG.
Key statements of the decision
The order of the AG Hannover of 26 August 2026 – 951 RES 2/26 – is final and binding. The decision was published under BeckRS 2026, 21295.
In summary, the order gives rise in particular to the following points:
- In the view of the AG Hannover, § 73 para. 1 sentence 1 no. 1 alt. 1 StaRUG may also cover shareholding or membership rights of consumers.
- The court understands the provision as a protective provision in favour of consumers and SMEs.
- The prevailing view assumes an obligation to appoint a restructuring officer only where claims or expectant rights to separate satisfaction are modified.
- Information provided by the debtor on the possible consumer status of natural persons as shareholders may be sufficient to assume that they are affected.
- Binding effect of the debtor’s proposal as to the person of the restructuring officer requires a certificate issued by an impartial, qualified person.
Frequently asked questions
AG Hannover: restructuring officer ex officio where consumer rights are included in the restructuring plan?
The AG Hannover affirms an ex officio appointment under § 73 para. 1 sentence 1 no. 1 alt. 1 StaRUG also where shareholding or membership rights of consumers are to be modified by the restructuring plan.
§ 73 StaRUG: shareholding rights of consumers affected instead of claims?
According to the decision of the AG Hannover, § 73 para. 1 sentence 1 no. 1 alt. 1 StaRUG may also apply where shareholding rights are affected. The court thereby departs from the prevailing view, which assumes an obligation to appoint a restructuring officer only in the case of claims or expectant rights to separate satisfaction.
What consequences does the order of the AG Hannover have for companies in StaRUG proceedings?
For companies, the decision may mean that even the possible effect on consumers as shareholders in the restructuring plan is relevant for the ex officio appointment of a restructuring officer. In addition, for the court to be bound by the debtor’s proposed person, the impartiality and expertise of the certifying person are decisive.
Assessment by MTR Legal Rechtsanwälte
The decision of the AG Hannover illustrates that the interpretation of the appointment requirements under the StaRUG can be of considerable importance for the structuring of proceedings. This applies in particular where restructuring plans affect rights of consumers, shareholders or other protected stakeholders.
MTR Legal Rechtsanwälte advises companies, investors and high-net-worth individuals on issues relating to restructuring, insolvency and corporate law consequences. Anyone requiring a legal assessment of StaRUG proceedings or of the role of a restructuring officer can find further information at Legal advice in insolvency law.
