Duty to file for insolvency: the deadlines managing directors must meet

If a GmbH, UG or other limited liability company becomes unable to pay its debts or over-indebted, a statutory clock starts running: management must file for insolvency within tight deadlines – regardless of whether work on a restructuring is still going on internally.

In brief: Under § 15a InsO (German Insolvency Code), the management bodies of limited liability companies must file for insolvency without culpable delay, and no later than three weeks in the case of illiquidity and within six weeks in the case of over-indebtedness. Those mainly affected are managing directors of a GmbH and UG and board members of an AG or cooperative. Anyone who misses the deadline risks delayed filing for insolvency (Insolvenzverschleppung), with a prison sentence and personal liability.

Who is affected by the duty to file for insolvency?

The duty under § 15a InsO applies to the members of the management bodies of limited liability companies – in particular managing directors of a GmbH or UG (haftungsbeschränkt) and board members of a stock corporation or cooperative. It is a personal duty: where there are several managing directors, it applies in principle to each of them, even if there is an internal division of responsibilities and a colleague is formally responsible for finances. A shareholder who is also a managing director cannot rely on a lack of operational responsibility either. Especially in growing companies or those run by several people, it is therefore worth having a clear overview of the obligations that come with your own legal form. Which of these obligations apply to your company in detail is shown by a tool such as Company Audit, which classifies legal requirements by company form and industry.

What do you need to do in practice?

The key is a working early warning system that keeps liquidity and the asset position under continuous review – this is the only way to recognise the moment of impending insolvency in time at all. The following steps help to comply with the duty under § 15a InsO:

1. Set up an early warning system for the ongoing monitoring of liquidity and the asset position.
2. At signs of a crisis, immediately carry out a test for illiquidity and over-indebtedness.
3. Examine restructuring options, but strictly observe the statutory filing deadlines (three or six weeks).
4. Once insolvency has occurred, seek expert advice without delay and file the petition.
5. From the point of insolvency, make no more prohibited payments, in order to avoid personal liability risks.

This order is chosen deliberately: anyone who begins the review only after the crisis has set in has hardly any time left to assess restructuring options seriously before the deadline expires.

By when must the insolvency petition be filed?

The deadlines differ depending on the cause of the crisis: in the case of illiquidity, the petition must be filed without culpable delay, and no later than three weeks; in the case of over-indebtedness, a deadline of at most six weeks applies. Both deadlines are maximum deadlines and not standard deadlines – “without culpable delay” can in an individual case mean considerably earlier, especially if there are no longer any serious prospects of restructuring. Anyone who wants to use the full period should, during that time, demonstrably and seriously work on a restructuring solution – merely waiting is not enough. In practice it is advisable to document in writing the point at which the crisis was recognised and all restructuring steps examined, so that the start of the deadline remains traceable afterwards.

What are the consequences of a breach?

Anyone who files the insolvency petition late or not at all commits delayed filing for insolvency (Insolvenzverschleppung) and risks a prison sentence of up to three years. Added to this is personal liability: payments still made after insolvency has set in can be charged directly to management – regardless of the limited liability of the company itself. This very point is often underestimated in practice, since liability does not begin only when the filing deadline expires but can apply from the moment illiquidity occurred. For managing directors this means: even while the deadline is running, caution is required with every payment.

Frequently asked questions

Does the duty to file for insolvency also apply to sole traders?

No. § 15a InsO expressly concerns the management bodies of limited liability companies such as the GmbH, UG, AG or cooperative. Sole traders and personally liable partners of partnerships are not subject to this specific filing duty.

What does “without culpable delay” mean?

The three- and six-week deadlines are maximum deadlines, not standard deadlines. If there is no realistic prospect of restructuring, the petition must be filed considerably earlier; using the full period is only permissible if a restructuring solution is being seriously worked on.

Do ongoing restructuring negotiations suspend the deadline?

No. Ongoing negotiations do not override the statutory deadlines. Restructuring options may be examined in parallel, but the three- or six-week limit under § 15a InsO must be observed in every case.

Which payments are risky after insolvency has set in?

Payments made from the point of illiquidity can make management personally liable. Anyone who continues to pay should do so only after expert advice and with clear documentation of the reasons.

Who is liable if several managing directors are appointed?

In principle, the filing duty applies to each individual member of management. An internal allocation of tasks does not automatically release anyone from the responsibility to react in time to impending insolvency and, if necessary, to act themselves.

Source: § 15a InsO. This article is general information and does not replace legal advice in an individual case. As of: July 2026.