Otto Group realigns its legal form
In the course of the forthcoming generational change at the helm of the Otto Group, the retailing and services group of companies is planning to simplify its upper corporate structure. Effective 1 March 2025, i.e. at the beginning of the new 2025/26 financial year, Otto (GmbH & Co KG) is to be merged into its sole shareholder organization – Otto GmbH & Co. KGaA – and will thus change its legal form from an ordinary partnership to a partnership limited by shares.
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.
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Media Contact
Thomas Voigt
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thomas.voigt@ottogroup.com
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About the Otto Group
Founded in Germany in 1949, today the Otto Group is a globally active retail and services group with around 41,000 employees in 30 major company groups primarily active in the economic regions of Germany, the rest of Europe, and the USA. Its business activities span the Platforms, Brand Concepts, Retailers, Services and Financial Services segments. In the 2022/23 financial year (to 28 February) the Otto Group generated revenues of 16.2 billion euros. With online revenues of approximately 12 billion euros, the Otto Group is one of the world’s largest online retailers. The Group’s particular strength is the broad market presence of its differentiated product assortments and service offers to diverse customer target groups in the world’s relevant economic regions. Numerous strategic partnerships and joint ventures provide the Otto Group with excellent opportunities to transfer know-how and leverage areas of synergy potential. Group companies demonstrate a high degree of corporate responsibility and willingness to collaborate with one another; at the same time this guarantees flexibility, customer proximity and optimal target-group appeal in their respective national markets.