Otto Group realigns its legal form

In principle, nothing will change for customers, contractual partners or employees, as the future Otto GmbH & Co. KGaA (hereinafter referred to as: Otto KGaA) will assume all rights and obligations attributable to the previous Otto (GmbH & Co KG) as part of what is called universal succession. All employment contracts, company affiliations and company agreements, for example, will remain in place. The new company form will also continue to be bound by collective agreements as before.

A KGaA (partnership limited by shares) is a hybrid legal form under German corporate law, which has elements of both a limited partnership and a stock corporation and is particularly tailored to the requirements and needs of large family businesses. A number of well-known German family companies such as Bertelsmann, Dräger, Fresenius, Henkel and Merck are all managed as KGaAs. The KGaA form combines a high degree of flexibility in raising capital with the framework conditions and special features of a shareholder-managed family business. At the same time, the new structure maintains the personal commitment of the shareholders.

The very carefully planned steps to simplify the organization under corporate law are based on a decision made by the shareholders in connection with the generational change from Prof. Dr. Michael Otto to his son Benjamin Otto, which has already been initiated and will be fully effective by 1 March 2026. The planned restructuring will be supported by a team of experts from various specialist areas.

Prof. Dr. Michael Otto, Chair of the Otto Group's Supervisory Board: "The change to the new corporate structure will help secure the future of the Otto Group. The new KGaA legal form affords us greater financial scope, while, at the same time, keeping the Otto Group as a family business."

The majority shareholding in Otto KGaA remains with the Michael Otto Foundation. With Benjamin Otto as the future Chair of the Board of Trustees and the Shareholders' Council of Otto KGaA, the Otto family will continue to hold the corporate leadership of the Otto Group.

In the coming months, outstanding procedural issues will be clarified and these then coordinated in the various committees of the Otto Group. The merger of Otto KGaA with Otto (GmbH & Co KG) as of 28 February 2025 will be subject to these procedures being successfully resolved.