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Personal liability of a GmbH managing director

The managing director owes the GmbH the care of a prudent businessman and is liable to it for distributions out of the capital that must be preserved and for payments made once the company is insolvent. The second module covers liability towards third parties: for the company's taxes under sections 34 and 69 of the Fiscal Code, for wage tax withheld, by way of a liability notice, and the duty, backed by criminal law, to pay over employees' social security contributions. Two modules with case studies worked on the statute itself.

Advanced2 modules44 minModule 1 free to read

2026 rules — verified on September 23, 2026

Figures are tied to dated, sourced tax constants. A module whose rules have changed is flagged for review, and is unpublished automatically beyond 90 days.

By the end of this course, you can…

These outcomes are the modules' own: the promise cannot say anything the course does not teach.

  • place the standard of care in section 43 GmbHG and see that the claim for damages belongs to the company, not to its creditors
  • judge when a payment to shareholders reaches into the tied-up assets and who has to answer for it
  • fix the start of the payment ban under section 15b InsO and distinguish it from the end of the filing period
  • name the payments that still count as diligent once the company is insolvent, and the conditions the statute attaches to them
  • know the limitation periods of internal liability and the limits of instructions, waivers and settlements
  • see why the managing director has to fulfil the GmbH's tax obligations as his or her own obligations
  • check the conditions of liability under section 69 of the Fiscal Code, in particular the degree of fault required
  • understand the special position of wage tax as a tax withheld on someone else's account
  • keep the liability notice, the assessment period and the demand for payment apart
  • know the criminal offence under section 266a of the Criminal Code and the route to exemption from punishment in its subsection 6

The programme, module by module

Each module has its own page. Durations are derived from the actual text, never announced by hand.

  1. Module 122 minFree — no accountInternal liability: duty of care, capital maintenance and payments after insolvencyWhat you will be able to do
    • place the standard of care in section 43 GmbHG and see that the claim for damages belongs to the company, not to its creditors
    • judge when a payment to shareholders reaches into the tied-up assets and who has to answer for it
    • fix the start of the payment ban under section 15b InsO and distinguish it from the end of the filing period
    • name the payments that still count as diligent once the company is insolvent, and the conditions the statute attaches to them
    • know the limitation periods of internal liability and the limits of instructions, waivers and settlements
    Read this module
  2. Module 222 minIncluded in the full courseExternal liability: the company's taxes, wage tax and social security contributionsWhat you will be able to do
    • see why the managing director has to fulfil the GmbH's tax obligations as his or her own obligations
    • check the conditions of liability under section 69 of the Fiscal Code, in particular the degree of fault required
    • understand the special position of wage tax as a tax withheld on someone else's account
    • keep the liability notice, the assessment period and the demand for payment apart
    • know the criminal offence under section 266a of the Criminal Code and the route to exemption from punishment in its subsection 6
    View the module — full course

What you take away

A handout you keep, not just a page you read. The sections are derived from the course itself: what is announced here is exactly what gets generated.

  • Participant handout (PDF)

    PDF

    • Learning objectives (2)
    • Key figures (6)
    • Mistakes to avoid (2)
    • Official sources (2)

  • Exercise workbook (Word)

    Word

    • Learning objectives (2)
    • Key figures (6)
    • Mistakes to avoid (2)
    • Official sources (2)

Answers live in a separate appendix: the participant handout and the workbook stay distributable before the exercise.

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Educational content, current with the sources cited. It does not replace advice tailored to your situation. These courses are neither certifying nor CPF-eligible: they prepare for no certification registered with the French RNCP or specific register.