Organhaftung

Organhaftung, often also called director's liability, describes the personal liability of board members such as managing directors of a GmbH and executives or supervisory boards of an AG for breaches of duty towards their company (§ 43 GmbHG, § 93 AktG). If they violate their statutory duties of care and oversight – for example, through delayed insolvency filing, incorrect accounting, or inadequate compliance control – significant civil liability claims and criminal consequences may arise. Internal liability towards the company differs from external liability towards creditors, but both liability risks can endanger the personal existence of the board members. An effective corporate governance structure, internal risk management, and proof of the business judgment rule reduce liability risk. Frequently, disclosures regarding Organhaftung and the conclusion of D&O insurance are made in the notes to the annual financial statements to create transparency for investors and lenders. Particularly during restructuring, capital measures, and crisis situations, careful documentation of decision-making processes is essential. Companies that proactively focus on training, compliance guidelines, and audit-proof protocols not only minimize potential compensation claims but also improve their rating and reputation.