Who is liable for a GmbH? Everything about liability and responsibility

Table of contents

Liability is a key topic when it comes to the establishment and operation of a GmbH (limited liability company). Many founders ask themselves: Who is liable in a GmbH, and what legal framework needs to be considered? In this article, you will learn everything you need to know about liability, responsibilities, and the requirements for forming a GmbH.

The basic liability structure of a GmbH

The GmbH is one of the most popular business forms in Germany, primarily due to its limited liability. This means that shareholders are generally only liable with the share capital they have contributed to the GmbH. In practice, this ensures that the personal assets of shareholders are protected from creditors’ claims.

1. limitation of liability of the shareholders

As a shareholder in a GmbH, you are only liable up to the amount of your paid-up share capital. The minimum share capital is 25,000 euros, of which at least 12,500 euros must be paid in before the GmbH is registered. This means that in the event of insolvency, creditors can only access the company’s assets, but not your personal assets.

2. exceptions to the limitation of liability

Despite the general limitation of liability, there are some exceptions in which shareholders can be held personally liable:

Claims for damages: If shareholders cause damage to the company or third parties through wilful or grossly negligent behaviour.
Liability for contributions: If the share capital is not properly paid in, shareholders can be held liable for the outstanding amounts.
Personal guarantees: If shareholders enter into personal guarantees for loans or contracts, they can be held personally liable.

Who is liable for a GmbH?

1. Managing Director

The managing directors of a GmbH not only have a management function, but also a great deal of responsibility. They are liable for wrong decisions or violations of legal regulations. The following applies:

Duty of care: Managing directors must act in the best interests of the company and exercise the care of a prudent businessman.
Liability towards third parties: Managing directors can be held personally liable for breaches of duty (e.g. breaches of company law).

2. Shareholder

As already mentioned, shareholders are only liable up to the amount of their paid-up share capital. However, in certain cases, such as a breach of payment obligations, personal liability may also be considered.

3. third parties (creditors)

As a rule, creditors do not have direct access to the personal assets of the shareholders. However, they can access the company’s assets if the GmbH is in financial difficulties.

Liability and responsibility in practice

1. liability in the context of founding a GmbH

If you want to set up a company, it is important to be aware of the liability structure. Careful planning and legal advice are crucial to minimise potential liability risks. The articles of association should contain clear regulations that define the responsibilities of the shareholders and managing directors.

2. insurance cover

Es ist ratsam, eine D&O‑Versicherung (Directors and Officers Liability Insurance) abzuschließen, um die Geschäftsführer vor Ansprüchen Dritter zu schützen. Diese Versicherung deckt potenzielle Schäden ab, die durch Fehlentscheidungen oder Pflichtverletzungen entstehen können.

3. documentation and traceability

Thorough documentation of all decisions and business transactions is important in order to be able to prove in the event of liability that all decisions were made in the best interests of the GmbH.

Conclusion

Liability in the case of a GmbH is a complex issue that is of great importance for founders. It is crucial to understand who is liable in a GmbH and under what circumstances this liability comes into force. By dealing with liability issues at an early stage and seeking professional support, you can minimise the risks and ensure that your GmbH is legally protected.

More About Insurance for Entrepreneurs

Who is liable for a GmbH?

The basic liab­il­ity struc­ture of a GmbH

1. lim­it­a­tion of liab­il­ity of the share­hold­ers

2. excep­tions to the lim­it­a­tion of liab­il­ity

Who is liable for a GmbH?

1. Man­aging Dir­ector

2. Share­holder

3. third parties (cred­it­ors)

Liab­il­ity and respons­ib­il­ity in prac­tice

1. liab­il­ity in the con­text of found­ing a GmbH

2. insur­ance cover

3. doc­u­ment­a­tion and trace­ab­il­ity

Con­clu­sion

The basic liability structure of a GmbH

1. limitation of liability of the shareholders

2. exceptions to the limitation of liability

1. Managing Director

2. Shareholder

3. third parties (creditors)

Liability and responsibility in practice

1. liability in the context of founding a GmbH

2. insurance cover

3. documentation and traceability

Conclusion