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Corporate law in Germany

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Legal Information

Liability of the managing director of a German limited liability company (GmbH)

The managing director of a German limited liability company may be held liable for breaches of duty towards the company and towards the company’s contractual partners. 

The duties of the Managing Director of a German limited liability company (GmbH)

Towards the company he is obliged to exercise the diligence of a prudent entrepreneur. He must always have an accurate picture of the companie`s situation and inform himself about all relevant and economic circumstances. He must supervise the bookkeeping. A duty of supervision applies to the activities of co-managing directors. The German limited liability company act (GmbH-Gesetz) regulates specific duties of the managing director, which are highly relevant in the managing director’s practice. In particular, there is a duty to compensate if the managing director makes payments to the shareholders from the assets required to maintain the share capital. Liability may also be considered if the managing director fails to convene the shareholders‘ meeting in the event that 50% of the company’s share capital is lost, or if accounting regulations are violated.

Personal guarantees and tax obligations

When representing the GmbH, the managing director makes himself liable to third parties if he assumes personal guarantees in connection with the contract concluded for the company. The managing director is liable with his private assets if he fails to file the monthly advance wage tax and turnover tax returns.  He is also liable if he fails to withhold wage tax for the account of the employee and to pay it to the tax office. The managing director is liable both for damages and under criminal law for withheld and unpaid employee social security contributions. 

Insolvency of the German limited liability company (GmbH)

In insolvency, the managing director is liable if he fails to comply with his duty to file an application for the opening of insolvency proceedings. If the managing director continues to make payments after the company has become insolvent, he is personally liable to the company for these payments. The insolvency administrator asserts this claim on behalf of the company against the managing director.

You want to know more about the liability, rights and obligations of the managing director of a German limited liability company? Get in touch with us! Our specialist lawyers for commercial and corporate law will advise you on all questions concerning the German limited liability company (GmbH) and its management.

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