General – founding & basics · 1.18
When am I personally liable despite a UG or GmbH?
Short answer
In principle, only the company's assets are liable. However, if you breach your duties as a managing director, you are personally liable, especially regarding taxes. Limited liability protects you from business risks, not from breaches of duty.
Key points
- Before registration: Anyone acting on behalf of the company is personally liable.
- Taxes: The managing director fulfills the company's tax obligations. If taxes are intentionally or through gross negligence not reported or paid, or reported/paid too late, they are personally liable. Typical examples are Umsatzsteuer (VAT) and Lohnsteuer (wage tax).
- Social security: Anyone who fails to remit employee contributions commits a criminal offense and is personally liable.
- Insolvency: The application must be filed without delay. You may have to personally reimburse payments made after insolvency maturity occurs.
- In general: You owe the diligence of a prudent businessperson.
- Voluntarily: personal guarantees, for example for a bank loan.
The classic trap: Umsatzsteuer collected, spent on something else, and on payment day the money is missing. Never treat Umsatzsteuer as company money.
Figures & thresholds (as of November 2026)
- Insolvency filing: at the latest 3 weeks after illiquidity, 6 weeks after over-indebtedness
Legal basis
§ 13 GmbHG§ 11 GmbHG§ 43 GmbHG§ 34 AO§ 69 AO§ 266a StGB§ 15a InsO§ 15b InsO
Continue
- Next topic: How does VAT work?
- Related: Myth: “With a GmbH, I am never personally liable.”
With Pluto
← Back to topicPluto shows you at any time how much Umsatzsteuer you owe the tax office, so the money is there on payment day.
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