Myths & facts · 9.6
Myth: “With a GmbH, I am never personally liable.”
Short answer
In principle, only the company is liable, but not always.
Key points
Creditors have recourse to the company’s assets. However, as a managing director, you are personally liable if you fail to pay taxes intentionally or through gross negligence, file for insolvency too late, or act on behalf of the GmbH prior to commercial register entry. In addition, personal guarantees, such as for bank loans, can create personal exposure.
Rule of thumb: The GmbH protects against business risks, not breaches of duty.
Legal basis
§ 13 GmbHG§ 11 GmbHG§ 69 AO§ 15a InsO
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