Managing directors of companies have a great responsibility and have to fulfil many duties. In doing so, they carry considerable risks. The duties of managing directors are not regulated uniformly. They follow from statutory law, the articles of association and the employment contract of the respective manager. Managing directors cannot be freed from all risks. But it is possible to make agreements that limit liability in an emergency. Since executives face substantial claims for damages or even criminal law consequences in the event of a breach of duty, it makes sense to have all possibilities of the limitation of liability examined.
Liability grounds are by no means always easy to spot. This is because they are spread across multiple relationships and levels. On the one hand, managing directors are, for example, trustees of the company's assets. In this position, they can be held personally liable by the company, for example, when dealing with assets improperly. On the other hand, managing directors can also be held personally liable by third parties, for example, by tax authorities or social security institutions for the payment of any owed taxes or social security contributions. Accordingly, it also makes sense to know behaviours that lead to liability in order to avoid them from the outset.
Liability and its limitation, at best avoidance, are only a part of the topics relevant for managing directors. Directors without a stake in the company and managing shareholders with a minority stake may owe social security contributions. This should be clarified as early as possible, since otherwise there is a risk of necessary payments in arrears, which have verifiably already put companies into difficulties or bankruptcy proceedings.
We advise and represent managing directors in the Düsseldorf area, throughout Germany and internationally - comprehensively on all legal questions, in particular liability and social insurance.
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