BGH confirms responsibility of Geschäftsführer of GmbH

In a recent judgement dated June 19, 2012 (II ZR 23/11 – Juris) the German Federal Supreme Court (Civil Law Division) has confirmed the high standards applied to the officers (Geschäftsführer) of limited liability companies: Those officers have the responsibility to organize the GmbH and themselves in such a way that they are able to constantly supervise the economic and financial situation of the company. As soon as there is any indication of a crisis, the officer has to set up a statement of assets and liabilities (Vermögensstatus) to find out whether there may be a case of insolvency. In other judgements the BGH has already made clear that every Geschäftsführer has to compensate his own lack of expertise by seeking expert advise from other sources and that personal shortcomings such as lack of experience or knowledge may never serve as an excuse. Equally, the Geschäftsführer cannot escape liability by arguing that the shareholders acted negligently by hiring or supervising him. (For further citations see the Article “BGH bestätigt Verantwortlichkeit des GmbH-Geschäftsführers” in German.)

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