Your Name in the Commercial Register Does Not Define Your Liability

In its decision of 9 December 2025, the BFH held that an individual who ceases to hold office as managing director by operation of law is not liable for the company’s tax debts for periods thereafter, even if that individual remains listed as managing director in the commercial register. Continued registration does not extend the legal obligations of a statutory representative.

The case involved an individual who remained formally registered as managing director but had lost eligibility for the role under section 6(2) of the GmbHG. The tax authority nevertheless pursued liability, relying solely on the continued register entry. The BFH rejected this approach and made clear that, for tax liability purposes, the decisive factor is the individual’s actual legal status during the relevant period, rather than formal registration.

The court also drew a clear line on procedural matters: a liability notice issued on one legal basis cannot be reinterpreted on a different basis during court proceedings. The tax authority must establish the correct legal basis from the outset.

What this means in practice should not be underestimated. Managing directors carry personal liability for a company’s tax obligations while they hold that position. The decisive factor is the underlying legal relationship, not the existence of a formal record. Once that legal status ends, no liability arises for periods thereafter.

For international companies managing German entities, this reinforces a point we see time and again: the managing director role is not administrative. It is a legal position with clearly defined responsibilities – and equally clear limits. Anyone in that position, whether a company employee or an external appointee, needs to understand exactly what those obligations are and when they begin and end.

At Greenfields, our managing directors are experienced professionals who understand precisely what the role requires under German law.