Liability of the managing director of a GmbH

Liability of the managing director of a GmbH

The managing director is generally not liable for the debts of the GmbH. As a representative of the GmbH, he must nevertheless protect the financial interests of the company. If he does not meet this obligation, there are liability options with the personal assets of the managing director.

Under certain circumstances, the managing director of a GmbH can be held personally liable. According to the principle of proper management, he must use the care of a prudent businessman. The managing director is liable to the company if he gains an asset advantage to the detriment of the company. A breach of duty may be the use or deprivation of company assets for the managing director’s private purposes. It can also be used under civil law if the offenses are committed to the detriment of society.

Liability of the managing director in insolvency

There is a liability risk in the event of a crisis and impending insolvency of the GmbH. There is the possibility of civil and criminal liability if the managing director does not file for insolvency or does not do so in time. The business transaction can be personally liable both to the company itself and to the company’s creditors.

Liability to the tax office and social security institutions

The managing director of the GmbH has to ensure that taxes and social security contributions are paid properly. He must guarantee that the advance tax returns, social security declarations and wage tax declarations are submitted and that taxes and social security contributions are paid. In the event that the managing director was deliberately or grossly negligent of breaching this obligation, a case of personal liability of the managing director is provided.

Liability of an actual managing director

The de facto managing director is also liable. A de facto managing director is a person acting for the company if he has not been properly appointed as managing director and has been entered in the commercial register. If the de facto managing director then acts externally for the company, he is liable for damage that he inflicts on the company or third parties.

A lawyer specialized in corporate law can check whether there is a case of a possible liability of the managing director. We represent out-of-court and in-court directors who have been sued due to liability.

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