Of a limited liability company (GmbH) will be advised and represented on the following topics:

  • Service contract for management (synchronous clause, remuneration, suspension of employment etc.)
  • Social insurance liability and status proceedings
  • Shareholder meeting
  • Convening, conducting and recording of the shareholder meeting
  • Dealing with shareholder resolutions (especially for appeal and nullity)
  • Accounting and financial reporting
  • Compliance within the company
  • Monitoring of the employees, investigation of violations and penalizing of misconduct
  • Acquisition and sale of companies, parts of companies and investments (including joint ventures)
  • Renovation and restructuring
  • Company crisis (early detection, immediate measures to reduce costs and raise capital)
  • Insolvency of the company (cooperation with the administrator)
  • Supervisory and Advisory Board (reporting obligations, cooperation and demarcating of responsibilities)
  • Discharge of the management (meaning and claim)
  • Liability
    • For violations of due diligence and fiduciary duty (duty of care and duty of loyalty)
    • In the context of crisis and bankruptcy (delay in filing for insolvency, fraudulent bankruptcy, damages for new creditors etc.)
    • While raising and maintaining capital (during foundation of a company and capital measures)
  • Dismissal and resignation

Managing directors of limited liability companies (GmbH) are very often affected by personal liability. Moreover, contrary to the board members of the majority of the German stock corporations (AG) managing directors of the majority of German limited liability companies (GmbH) are still not covered by a directors’ and officers’ liability insurance which prevents personal damages. The pressure exerted by the shareholders on the managing directors is one of the main reasons for their huge risk of personal liability. When managing directors in case of illiquidity or over-indebtedness of their company are obliged to file for insolvency proceedings shareholders very often instruct them not to do but instead of that to continue business activities. Many limited liability companies (GmbH) are not adequately capitalized to run their business without regular financial problems. Thus the managing directors have to save money when capital investments and in particular external advise are necessary. The consequence of that are violations of legal rules and the managing directors’ personal liability therefore. Moreover the reform of the Limited Liability Companies Act (GmbHG) in 2008 has changed the managing directors’ and shareholders’ legal framework in the way that managing directors’ risk to become obliged to pay compensation for damages has increased while the shareholders’ risk of personal liability has respectively decreased.