Vienna commentary on the GmbHG (Limited Liability Company Act)
New commentary on liability for GmbH directors
Our partner Dr Johannes Reich-Rohrwig has written a new commentary on the liability of directors of limited liability companies. His article appears in the Vienna commentary on the GmbHG § 25, published by Manz (second edition).
The obligations and liabilities of GmbH directors are discussed over around 170 pages. The commentary has two basic thrusts: the liability of directors towards the GmbH for breaches of duty within the company (“internal liability”) and their liability towards third parties - contractual partners and GmbH creditors (“external liability”).
The commentary pays particular attention to directors’ liability in company crises and their liability for delays in filing for insolvency: It here becomes possible for directors to become personally liable to the GmbH‘s injured creditors and contractual partners. Much attention is paid here to the director’s liability for unpaid social insurance contributions and taxes. Experience shows that local insurance providers and the financial authorities often enforce these liabilities.
If the director is guilty of a breach of duty, then this can result in them becoming trapped in a web of personal liability claims. It is therefore recommendable that they acquire expert advice ahead of time.
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