A further obligation of the former managing director is to inform the company of possible existing damage risks.
According to the latest amendment of the Commercial Code, a former sole managing director has various obligations towards the company even after termination of his activity. These obligations include filing an application for dissolution of the company, appropriate cooperation and prevention of damage.
The shareholders are obliged to appoint a new managing director within three months of the company’s lack of management. If the company does not appoint a new managing director within 60 days after the expiry of the three-month period (and registers him in the Commercial Register), the former managing director is obliged to file an application for dissolution of the company by the court within 30 days. If the application is not filed on time, the former managing director is generally liable to the company for any damage.
The former managing director is obliged to provide appropriate cooperation in relation to his period of activity, even after termination. Such cooperation can be requested in particular by a court, the tax office, the social insurance company, the health insurance company, an insolvency administrator or a bailiff (Section 66 (5) Commercial Code). The former managing director has a claim against the company for reimbursement of costs for his cooperation.
A further obligation of the former managing director is to inform the company of possible existing damage risks and which measures could be taken to avert the damage (Section 66 (2) last sentence Commercial Code). If the company suffers a loss as a result of a breach of this obligation, the managing director is also liable for the loss incurred. However, it must be taken into account which measures the company itself could have taken to avert or reduce the damage.
All the above-mentioned obligations also apply to members of the board of directors of stock corporations and, pursuant to Section 66 (7) Commercial Code, also to persons who are in fact a representative body of the company, but who have not been appointed to this function.