The letter from the Federal Office of Justice rarely comes out of the blue, yet it regularly comes as a surprise. The annual financial statements were not disclosed on time, and the administrative fine proceedings are underway. The amount is bearable. More unpleasant is the question that follows: if no one noticed this deadline, which others went unnoticed?<\/p>\n\n\n\n
Managing directors\u2019 duties are spread throughout the year, stem from several statutes and have one thing in common: breaching them affects not only the company but the management personally. Turning them into a calendar transforms a diffuse risk into a manageable task.<\/p>\n\n\n\n
clience.legal is a digital business law firm for entrepreneurs. We support managing directors in precisely this organizational work, keeping both the legal and the economic consequences in view. This article spreads the duties over twelve months and states, for each one, the personal liability consequence of failing to meet it.<\/p>\n\n\n\n
The starting point is \u00a7 43(1) GmbHG. In the company\u2019s affairs, management must exercise the diligence of a prudent businessman. Paragraph 2 attaches personal liability for damages to a breach of this duty. Business decisions that turn out to be wrong are not covered, as long as they were made on an adequate informational basis and in the best interests of the company.<\/p>\n\n\n\n
The situation is different for duties that leave no room for discretion. Deadlines, levies, filings and legally required organizational measures are either met or not. This is precisely the category covered by the following calendar. For more detail, see our overview of personal liability in GmbH and UG<\/a> and the current developments in managing directors\u2019 liability<\/a>.<\/p>\n\n\n\n There is no shortage of lists of duties. In practice, they fail because they have no trigger. A list is read, found to be correct, and filed away. A calendar entry, on the other hand, appears in the calendar, prompts an action, and leaves a trace.<\/p>\n\n\n\n There is also a second effect. Spreading duties over the year avoids the pile-up in the first quarter, when year-end closing, tax returns and planning coincide anyway. Topics such as data protection documentation, the internal reporting office or powers of attorney can easily be scheduled for quieter months.<\/p>\n\n\n\n The schedule is also valuable as evidence. If you are later accused of failing to recognize a development, a regular, documented review date is the strongest counterargument. It shows that monitoring was in place and did not depend on chance.<\/p>\n\n\n\n The calendar is based on a fiscal year that corresponds to the calendar year. In the event of a different fiscal year, the dates will be adjusted accordingly.<\/p>\n\n\n\n Three areas operate independently of the annual cycle and cause the most severe consequences.<\/p>\n\n\n\n First, contributions and taxes. Social security contributions are due no later than the third-to-last banking day of the month. Failure to pay over the employee contributions constitutes a criminal offense under \u00a7 266a StGB, for which management is personally answerable. Payroll tax and advance VAT returns must generally be filed by the tenth day of the following month, with liability under \u00a7 69 AO.<\/p>\n\n\n\n Second, crisis early detection. \u00a7 1 StaRUG requires continuous monitoring of developments that threaten the company\u2019s existence. If illiquidity occurs, the insolvency petition must be filed without culpable delay, at the latest within three weeks, and in the case of over-indebtedness within six weeks. Payments after the onset of insolvency trigger the repayment obligation under \u00a7 15b InsO. Irrespective of this, if half of the share capital is lost, the shareholders\u2019 meeting must be convened immediately under \u00a7 49(3) GmbHG. Details can be found under crisis early detection under the StaRUG<\/a> and the liability pitfalls in a corporate crisis<\/a>.<\/p>\n\n\n\n Thirdly, the organization. The obligation to set up the company in such a way that legal violations are prevented has no set deadline. It is always reviewed when something has happened.<\/p>\n\n\n\n In stocktaking reviews, the same points come up again and again, regardless of industry and size.<\/p>\n\n\n\n The first gap concerns shareholder resolutions. The annual financial statements are prepared and disclosed, but the resolution adopting them is missing or exists only as an informal note. As long as everyone involved agrees, this goes unnoticed. In disputes among shareholders, in a sale or in insolvency, it becomes a point of attack, and resolutions cannot be properly created retroactively.<\/p>\n\n\n\n The second gap concerns the documentation of decisions. Major projects are reviewed and discussed, but not recorded. If a claim for damages is later asserted, management must show the informational basis on which it decided. A brief file note with date, alternatives and reasoning is sufficient and, if things get serious, is the key defense.<\/p>\n\n\n\n The third gap concerns the overview of contract deadlines. Termination dates, renewal clauses and price adjustment periods are scattered across folders and mailboxes. Unwanted renewals are the result, and management is in principle liable to the company for the resulting economic damage.<\/p>\n\n\n\n As of January 1, 2027, the general transition period for electronic invoices will end. Companies with a total turnover of more than 800,000 euros in 2026 must then issue domestic invoices to other companies as structured electronic invoices. A PDF is not sufficient; a format according to the European standard is required, such as XRechnung or ZUGFeRD. Starting January 1, 2028, the obligation applies regardless of revenue.<\/p>\n\n\n\n The practical pressure arises earlier than the date suggests. What counts is the current year\u2019s turnover; the changeover affects merchandise management, accounting and outgoing processes, and the structured data records must be retained unaltered for eight years. Anyone who exceeds the threshold in 2026 should begin the changeover this quarter.<\/p>\n\n\n\n A second point concerns contracts. The changeover affects not only technology but also existing agreements. Anyone who has stipulated in long-term contractual relationships how invoices are to be transmitted should check whether this provision fits the new format. The question of when an invoice is deemed received also has a direct impact on due dates and default. These points can easily be combined with the Drafting of contracts and T&Cs<\/a> .<\/p>\n\n\n\n No managing director handles these matters personally. Delegation is permissible and, in larger companies, unavoidable. It shifts the task, not the responsibility.<\/p>\n\n\n\n In practice, a single overview listing duty, deadline, responsible person and completion note, reviewed twice a year, is sufficient. In the event of a dispute, this very overview is your proof that you acted with due care. We show how to turn this into a system under Compliance management systems<\/a> and, for reporting, under Whistleblower systems and ISO 37301<\/a>.<\/p>\n\n\n\n Certain events trigger a need for review outside the annual cycle. In these cases, the duties should be reassessed promptly.<\/p>\n\n\n\n In all four cases, a brief review is sufficient to adjust the overview. It becomes more complex only when the event has passed and the adjustment is only made after the damage has occurred.<\/p>\n\n\n\n Related: Legal prevention in the company<\/a>.<\/p>\n\n\n\n Send us a brief overview: legal form, number of employees, fiscal year, whether you bid for public tenders and how responsibility for deadlines is currently allocated. We will tell you which duties specifically apply to you, where there is currently a gap and what can be closed with little effort. To do so, schedule an free initial consultation<\/a> of 15 to 20 minutes. The professional framework for this is our advice on Compliance and managing director liability<\/a>, and we provide ongoing support as external legal department<\/a>.<\/p>\n\n\n\nWhy a calendar works and a checklist doesn\u2019t<\/h2>\n\n\n\n
The duty calendar throughout the year<\/h2>\n\n\n\n
January to March: Year-end closing and stocktaking<\/h3>\n\n\n\n
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April to June: Resolutions and organization<\/h3>\n\n\n\n
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July to September: Compliance and Data Protection<\/h3>\n\n\n\n
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October to December: Disclosure and planning<\/h3>\n\n\n\n
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The obligations without a fixed date<\/h2>\n\n\n\n
The three most common gaps in practice<\/h2>\n\n\n\n
The deadline you need to prepare for now<\/h2>\n\n\n\n
What delegation changes and what does not<\/h2>\n\n\n\n
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Four situations where the calendar is not enough<\/h2>\n\n\n\n
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