The country’s highest civil court has tightened successor liability for former GmbH managing directors in a way that reaches beyond their tenure. In a judgment issued July 23, 2024 (case number II ZR 206/22), the Bundesgerichtshof ruled that ex-managing directors can still be held personally liable for damages incurred by new creditors if the company’s financial distress continues after their departure and the harmful contracts were signed later. The liability does not dissolve upon death — it can pass to the heirs.
The decision sharpens the stakes for anyone who leads a limited liability company through a crisis, even after they have left. It also means estate planners and family businesses face a new layer of…