What liability risks do I have as the managing director of a GmbH?
June 9, 2023 | 40,00 EUR | answered by Christian Ahlert
Dear lawyer,
my name is Uwe Schwaru and I have been the managing director of a GmbH for several years. Lately, I have had increasing concerns regarding my liability as a managing director. I am wondering what specific liability risks could come my way and how I can protect myself against them.
The situation is that as a managing director, I am responsible for the management and representation of the GmbH. I make decisions on behalf of the company, enter into contracts, and therefore carry a great deal of responsibility. But what happens if I make mistakes or violate obligations? What consequences could that have for me personally?
My concerns particularly relate to potential liability claims from creditors, shareholders, or even the tax office. I wonder if my personal assets are at risk if the GmbH becomes insolvent or legal problems arise. The question of whether I can be held liable for actions of my employees also worries me.
Therefore, my specific question to you is: What liability risks do I face as a managing director of a GmbH and how can I protect myself against them? Are there ways to limit or avoid my personal liability? What measures should I take to legally protect myself and safeguard my assets?
Thank you in advance for your support and advice.
Best regards,
Uwe Schwaru
Dear Mr. Schwaru,
Thank you for your inquiry regarding your liability risks as a director of a GmbH. As a lawyer specializing in corporate law, I can understand your concerns, as the position of a director comes with great responsibility. I would be happy to provide you with a detailed answer to your questions and show you ways in which you can protect yourself against liability risks.
First and foremost, it is important to understand that as a director of a GmbH, you generally bear personal liability. This means that in case of breaches of duty or errors, you may be personally liable for damages caused to third parties by your actions. There are various types of liability risks that you may face.
One of the most common liability risks is liability towards creditors. If the GmbH becomes insolvent and is unable to meet its payment obligations, creditors may also access your personal assets to settle their claims. There are also liability risks towards shareholders, especially if they suffer losses due to your management.
Furthermore, there is a risk of liability towards the tax authorities if you fail to fulfill your tax obligations as a director. In this case, liability claims can also be made against you personally. Additionally, you may be held liable for actions of your employees if you fail to fulfill your duty of supervision as a director.
To protect yourself against these liability risks, there are various measures you can take. One option is to take out a directors' and officers' liability insurance, which protects you as a director against liability claims. You can also take measures to minimize risks in management, such as compliance with legal requirements and regular assessment of the financial situation of the GmbH.
It is also advisable to seek legal advice regularly and, if necessary, consult with an experienced lawyer to be clear about your rights and obligations as a director. This way, you can identify potential liability risks early on and take appropriate measures to protect yourself.
I hope that this information has been helpful to you and I am available to answer any further questions you may have.
Best regards,
Christian Ahlert
Lawyer
