No Liability of a Former GmbH Managing Director as a Legal Representative After Losing the Position of Managing Director, Despite Continued Registration in the Commercial Register

What are the tax liability consequences if a GmbH managing director loses his position as a corporate officer by operation of law but remains registered in the commercial register? In its ruling of December 9, 2025 (VII R 4/23), the Federal Fiscal Court (BFH) provides clarity—and at the same time sets clear limits on liability under Sections 34 and 69 of the German Fiscal Code (AO).

This article examines why the mere legal appearance of a registry entry does not satisfy the liability requirements of § 34(1) AO (in conjunction with § 69, sentence 1 AO), what role the actual position as a managing director plays, and why a change in the basis for liability is not permitted in court proceedings. At the same time, it explains when tax liability may nevertheless apply.

A practical overview for anyone dealing with managing director liability and tax risks.