law for GmbH-directors

The GmbH is still one of the most popular business forms for small and medium-sized companies. Apart from excluding personal liability the reason for this preference is above all high flexibility, which allows the partners to modify nearly freely the inner structure of „their“ company corresponding to respective requirements. The precondition is knowledge and observance of corresponding specifications of the law and the jurisdiction in order to act without legal risks and to exclude personal liability on behalf of interested parties.

Comprehensive legal specifications for a GmbH-CEO is accompanied by a multitude of corresponding duties, which he or she has to observe while managing his/ her company. Liability of the GmbH-CEO in case of breach of duty comes into the focus here. Target of this seminar consequently is transfer of basic legal framework requirements to benefit from entrepreneurial advantages and to minimise at the same time the potential risk of liability as a managing director of a GmbH.

Legal form of a GmbH at a glance
Legal nature and economic significance
Foundation of a GmbH
Scope for design regarding a GmbH-contract
Bodies of the GmbH and their rights
Cancellation and termination of the GmbH

Legal status and basic duties of a managing director of a GmbH
Appointment and employment of a managing director of a GmbH
Management and substitute
Rights and duties towards company, partners’ meeting, co-CEOs, board of directors and advisors
Termination of the post as a CEO (recall, cancellation, resignation)
Restraints on competition

Risks of liability under civil and criminal law on behalf of a CEO of a GmbH
Internal liability of a CEO
Duty of proper management corresponding to § 43 GmbHG/ Limited Liabilities Companies Act (Business Judgement Rule)
The CEO’s external liability
The CEO’s duties during the foundation phase as well, as during crises and insolvency of the GmbH
Liability due to intrusion destroying the economical basis, intervening/ piercing the corporate veil
Overview of innovations by the MoMiG
Penal risks of liability
New duties of CEOs in case of leaderlessness of the GmbH
Possible limitation of liability/ D&O-insurance