The GmbH (Ltd. co) in German Corporate Law

The MD's Responsibilities and Liabilities

Seminar empfehlen


9:00 am Start



• The GmbH (Limited Liability Company) in German Corporate Law

• Fundamentals of the Organisational Constitution


Management and Representation

• Managing Director's Appointment and Entry in Commercial Register

• Dismissal of Managing Director

• Management and Representation of the GmbH

• Consent and Instruction of the Shareholders' Meeting

• De Facto Management


Structure of Responsibilities, Liability, Monitoring and Information

• Structure of Responsibilities (Allocation of Responsibilities) and Overall Responsibility

• Breach of Duty and Liability

• Relation between the Management Board vis-à-vis Supervisory Board and Advisory Board

• Shareholder Information (Information and Examination Rights of the Shareholders)


Areas of Responsibility of the Managing Director and Specific Liability Risks

• Bookkeeping and Financial Accounting

• Taxes and Social Security Contributions

• Capital Preservation, Crisis and Insolvency

• Confidentiality vs. Cooperation Duties, particularly in M&A Processes


The Employment status of a Managing Director

• The Managing Director's Legal Status in Labour and Social Security Law

• Service Agreement

• Taxes and Social Security Contributions

• Non-Competition, Confidentiality

• Severance Payment, Old Age Provisions, Pension

• Liability under the Service Agreement

• D & O Insurance


approx. 5:00 pm End of Seminar

Zum Hintergrund


The position of a managing director as member of the executive body is associated with both a lot of responsibility for the company and also major liability risks. Knowing these "pitfalls“ and recognizing at an early stage any liability-relevant situations, especially if working with a group, is, thus, of prime importance for the managing director and their staff.


In the course of the event facts and circumstances triggering liability shall be explained using practical examples and we shall explore possibilities of safeguarding on the basis of specific case studies. A particular focus is placed on service transactions with the shareholder and proper conduct both before and during the crisis of a GmbH. Here, too, we will discuss concrete practical cases. In addition, for further support you will be provided with checklists on the managing director's liability so as to sustainably and effectively avoid any liability risks.


We will also deal with any issues related to the employment relationship, including tactical clues in the event of a termination without notice.


The seminar is addressed to managing directors of a German GmbH, executive management assistants as well as members of supervisory boards. As the number of participants will be limited , early registration is recommended.


Dr. Winfried Richardt, Partner at ADVENT Beiten, specialised in: Corporate Law, Stock Corporation Law, Transformations, Compliance and Liability of Management Bodies.


Angela Schilling, Partner at ADVENT Beiten, specialised in: Labour & Employment Law, Works Constitution, Compliance, Labour Law Aspects in National and Cross-Border M&A Transactions, Occupational Pension Schemes.

Veranstaltungsorte und -termine

03.05.2023 in Düsseldorf

Sheraton Düsseldorf Airport Hotel

Preis: 1.295,- EUR zzgl. MwSt.

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