Liability of the stock corporation
The stock corporation must be entered in the commercial register. Prior to registration, the founder is liable with his personal assets.
Primary liability of the company assets
If the stock corporation is entered in the commercial register, the company’s assets are the only assets that are liable to the company’s creditors. It should be noted that these are all the assets of the company limited by shares and not just the share capital. There is usually no personal liability of the shareholder.
Potential liability of the board of directors / shareholders
Especially in the case of smaller stock corporations, the founder or founders are often the only shareholders and at the same time form the board of directors. Thus, it can be quite tempting to transfer profits earned by the stock corporation to the private bank account. However, this is strongly discouraged, especially since private assets must be strictly separated from those of the stock corporation. Transactions between the stock corporation and private assets require a legal basis (e.g. wage payment, loan repayment or dividend distribution). If there is no such legal basis, there is an inadmissible mixing of private and company assets. In the event of bankruptcy, there is a risk that the bankruptcy office will also access the private assets of the persons involved due to this mixing for uncovered debts of the corporation.
Furthermore, the board of directors as well as persons involved in the management of the company may be held liable for damages suffered by the creditors, provided that they have caused such damages through intentional or grossly negligent breach of their duties.
If the above-mentioned points are taken into account, the liability of private persons can be excluded in all probability and only the company assets can be used to cover debts.
