A person may be called CEO, CFO or Managing Director in a commercial sense. That title does not automatically make them a statutory officer of the company. A statutory officer is formally appointed to a legally recognised corporate role. The exact form depends on the jurisdiction.
Jurisdiction-specific terms.
- Germany and Austria
- Geschäftsführer of a GmbH, Vorstand of an AG
- United Kingdom
- Director of a limited company
- United States
- Officer or Director of a corporation
- Europe broadly
- Statutory representative of a local subsidiary
A statutory officer has legal duties that go beyond an ordinary employment or consulting relationship.
Typical statutory duties.
- Fiduciary duties
- Duty of care
- Duty of loyalty
- Legal representation authority
- Tax and compliance obligations
- Insolvency-related duties
- Financial reporting duties
- Potential personal liability
This distinction matters in every executive engagement. Permanent, interim and fractional executives can each be appointed as statutory officers, or not. The choice is a legal and governance decision, not only an operational one.