De Facto Managing Director and Statement of Assets (Federal Court of Justice, I ZB 47/25)

It is not only the formally appointed managing director of a GmbH who may be obliged to provide a statement of assets (Vermögensauskunft). In its order of 22 October 2025 (case no. I ZB 47/25), the Federal Court of Justice (Bundesgerichtshof, BGH) made clear that, under certain conditions, the so-called de facto managing director (faktischer Geschäftsführer) may also be called upon. In the underlying case, the formally appointed managing director declared that she was unable to provide any information for lack of knowledge, since she had never actively performed management tasks. Rather, the circumstances gave reason to assume that the sole shareholder and former managing director was directing the business of the GmbH as de facto managing director.

The order strengthens the effectiveness of enforcement and creditor protection. Companies can no longer readily evade disclosure by using straw-man managers.