On March 30, 2022, the Higher Regional Court of Nürnberg ruled that the duties of a managing director of a GmbH extend to the establishment of a compliance management system (case no. 12 U 1520/19). The company had sued the managing director for damages for losses caused by an employee who embezzled. The company sold fuel cards to customers for cashless refueling. Some of the customers were no longer able to pay their bills due to economic bottlenecks, which the employee concealed to enable these companies to obtain further fuel permits and thus a larger credit line.

According to Section 43 of the German Limited Liability Companies Act (GmbHG), a managing director's duty of care is based on the standards of a prudent businessman, who must have an overview of the company's organization and finances at all times. Particularly in sensitive areas such as the granting of credit lines, the duty extends to developing a comprehensive compliance system in which, for example, random and spontaneous checks are carried out and the dual control principle is also observed. As soon as indications of legal violations arise, the managing director must intervene without delay.

In practice, this means on the one hand a far-reaching duty of control for all managing directors, but on the other hand liability risks can be deliberately reduced when the audits are set up within the bounds of objective reasonableness. The managing directors can also delegate their tasks to employees, provided they are suitable and have been carefully selected for this purpose. Nevertheless, overall supervision remains with the managing director.

On March 30, 2022, the Higher Regional Court of Nürnberg ruled that the duties of a managing director of a GmbH extend to the establishment of a compliance management system (case no. 12 U 1520/19). The company had sued the managing director for damages for losses caused by an employee who embezzled. The company sold fuel cards to customers for cashless refueling. Some of the customers were no longer able to pay their bills due to economic bottlenecks, which the employee concealed to enable these companies to obtain further fuel permits and thus a larger credit line.

According to Section 43 of the German Limited Liability Companies Act (GmbHG), a managing director's duty of care is based on the standards of a prudent businessman, who must have an overview of the company's organization and finances at all times. Particularly in sensitive areas such as the granting of credit lines, the duty extends to developing a comprehensive compliance system in which, for example, random and spontaneous checks are carried out and the dual control principle is also observed. As soon as indications of legal violations arise, the managing director must intervene without delay.

In practice, this means on the one hand a far-reaching duty of control for all managing directors, but on the other hand liability risks can be deliberately reduced when the audits are set up within the bounds of objective reasonableness. The managing directors can also delegate their tasks to employees, provided they are suitable and have been carefully selected for this purpose. Nevertheless, overall supervision remains with the managing director.