Managing director liability

Managing director liability: Managing directors of a GmbH are only personally liable if there is a special reason for liability. Otherwise, the GmbH remains solely liable in accordance with Section 13 Paragraph. 2 GmbHG. According to a decision of the Ninth Senate of December 13, 2005 ( 9 AZR 436/04 ), claims for damages due to negligence in contract negotiations against the managing director are generally not possible, as these are against the person represented and not against the representative due to Sections 164 and 278 of the German Civil Code (BGB). judge. Exceptionally, something different applies if the representative is either particularly close to the subject matter of the contract and, from an economic perspective, is acting on his own behalf, or if he has placed particular personal trust in the negotiating partner and has thereby influenced the contract negotiations. Otherwise, representatives can usually only be sued in tort. If a GmbH has not taken any precautions to ensure that the assets from old-age employment contracts are fulfilled in the event of the GmbH becoming insolvent, the managing director of the GmbH is not personally liable in accordance with Section 823 Paragraph. 1 BGB or § 823 paragraph. 2 BGB in conjunction with Section 7 d SGB IV for damages incurred by employees due to the non-fulfillment of their credit balances. Valuable credits are not “other rights” in the sense of of Section 823 Para. 1 BGB. § 7 d SGB IV is not a protective law in the sense. S. of § 823 paragraph. 2 BGB. The Ninth Senate left it open as to whether this also applies to the failure to insure assets against insolvency after Section 8a AltTZG came into force on July 1, 2004.