The German liability notice: when is a director personally liable?
A liability notice (Haftungsbescheid) is an administrative act (Verwaltungsakt) by which the tax office (Finanzamt) calls on a person who is liable by law for someone else's tax debt to pay it personally. The usual addressee is a managing director (Geschäftsführer). The fault standard is intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), not ordinary carelessness.
A company debt, addressed to a person.
What it is: the tax is owed by the company, and a liability notice calls on someone who stands behind that debt by law, normally a legal representative under § 34 of the German Fiscal Code (Abgabenordnung, AO), to pay it out of their own pocket. What it takes: an unmet tax claim, a breach of a tax duty, fault in the form of intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), and a decision by the tax office (Finanzamt) taken in proper discretion (pflichtgemäßes Ermessen). This page describes that framework in general terms. It does not assess any particular notice, and a particular notice needs individual review by an adviser.
Reviewed July 2026 by a licensed German tax advisor. General legal position only, not an assessment of any specific case.
What is a liability notice (Haftungsbescheid)?
It is an administrative act (Verwaltungsakt): a formal decision of the tax office (Finanzamt), addressed to a named person. What it does is separate the debtor from the payer. The tax itself is owed by the company, and the notice calls on someone else, a person who by law stands behind that debt, to pay it personally. The German Fiscal Code (Abgabenordnung, AO) is where the machinery sits. § 34 AO places a company's tax duties on its legal representatives, so the managing director (Geschäftsführer) of a limited company (GmbH) has to see that the returns are filed and the tax is paid out of the funds under their control. § 69 AO then attaches personal liability where those duties are breached intentionally or with gross negligence, and § 191 AO is the provision under which a liability existing by law is asserted through a notice. That is the framework. Any particular notice is a matter for individual review.
Ordinary carelessness is not the standard. Liability under § 69 AO requires intent or gross negligence, and even then the tax office still has to decide, in proper discretion, whether to call on that person at all.
Reviewed July 2026 by a licensed German tax advisorWho is a liability notice usually addressed to?
A legal representative of the company, rather than the company itself. § 34 AO names the representatives who carry a company's tax duties: for a limited company (GmbH) that is the managing director (Geschäftsführer), and for other legal forms the corresponding organ. The duty attaches to the office and not to the shareholding, so a director who holds no shares can be the addressee, while a shareholder who holds no office normally is not. Where several people hold the office at the same time, the duty rests on each of them. § 35 AO extends the same logic to a person who in fact acts as a manager without formally holding the office. Beyond representatives, the Fiscal Code contains further liability provisions aimed at other groups of people, which is one reason the legal basis stated in a notice matters. Which provision applies in any real case is a question for individual review.
„Die in den §§ 34 und 35 bezeichneten Personen haften, soweit Ansprüche aus dem Steuerschuldverhältnis (§ 37) infolge vorsätzlicher oder grob fahrlässiger Verletzung der ihnen auferlegten Pflichten nicht oder nicht rechtzeitig festgesetzt oder erfüllt … werden.“
§ 69 AO, Haftung der Vertreter (opening sentence, abridged)
- § 34 AO: a company's tax duties sit with its legal representatives, so the managing director (Geschäftsführer) has to file the returns and pay the tax out of the funds under their control.
- § 35 AO: the same duties can reach a person who in fact acts as a manager without formally holding the office.
- § 69 AO: personal liability of those representatives where the duties are breached intentionally (Vorsatz) or with gross negligence (grobe Fahrlässigkeit).
- § 191 AO: the liability notice (Haftungsbescheid) is the instrument through which a liability existing by law is asserted against the person.
What has to come together before a liability notice can be issued?
Four things, and they are cumulative. There has to be a tax claim against the company that has not been met, or not met on time. There has to be a breach of a tax duty by the representative, typically returns that were not filed or VAT or wage tax that was not remitted out of available funds. There has to be fault at the required level, meaning intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit). And the tax office has to exercise proper discretion (pflichtgemäßes Ermessen) in deciding whether to call on that particular person at all. The last element is worth naming separately, because it means a breach of duty does not automatically produce a notice against the director: the tax office still has a decision to make, and it has to make it properly. The table below sets the four out in plain English. It describes the framework, not any particular notice.
| Requirement | What it means in plain English |
|---|---|
| A tax claim that has not been met | The company owes German tax and it has not been paid, or was not paid on time. Without an unmet claim against the company there is nothing for anyone to be liable for. |
| A breach of a tax duty | The representative did not do what the law puts on the office. The textbook examples are returns that were not filed, and VAT or wage tax that was not remitted out of funds that were available for it. |
| Intent or gross negligence | The fault standard. Ordinary carelessness (einfache Fahrlässigkeit) does not reach it. Intent (Vorsatz) means acting knowingly; gross negligence (grobe Fahrlässigkeit) means disregarding, to an unusual degree, the care that was plainly required. |
| A discretionary decision | Even where the first three are present, the tax office (Finanzamt) still decides, in proper discretion (pflichtgemäßes Ermessen), whether to call on that particular person. The decision has to be a real one, and the notice is where it is expressed. |
The table is a description of the general requirements. It is not a checklist for testing whether any real notice is right, and it cannot be used as one.
What does gross negligence (grobe Fahrlässigkeit) mean here?
It sets the bar above ordinary carelessness, and that is the part most worth understanding. German law distinguishes ordinary negligence (einfache Fahrlässigkeit) from gross negligence (grobe Fahrlässigkeit). Ordinary negligence is the everyday failure to take proper care, and on its own it does not carry liability under § 69 AO. Gross negligence describes disregarding, to an unusual degree, the care that was plainly required in the circumstances. Intent (Vorsatz) sits above that again. Two things follow from where the bar is placed. The first is that not every missed deadline or unpaid amount at a company reaches it. The second is that the level of fault is a question of the facts of the individual case, which is exactly the kind of question a general page cannot answer. A schematic illustration: a GmbH does not remit the VAT it has collected while funds were available for it, and the managing director can be liable where that breach was grossly negligent.
What deadline runs on a liability notice?
As a rule one month. A liability notice is an administrative act (Verwaltungsakt), and the remedy the Fiscal Code provides against an administrative act is the objection (Einspruch). The objection period (Einspruchsfrist) is as a rule one month from notification (Bekanntgabe), which is the point at which the notice counts as delivered, rather than the day it was written or the day it was read. Behind that sit the general limitation rules of the Abgabenordnung on assessment and on liability, which govern how long a claim can be asserted at all. Time limits are the part of a German tax letter that is easiest to overlook and hardest to repair afterwards, so the sensible general point is to read the dates and periods stated in the notice itself carefully. Whether and how a remedy is used in a specific case is a question for an adviser who has read the notice.
If the letter is in German and you cannot read it
A notice you cannot read is hard to check the dates on. Our Finanzamt letter reader tells you what a German tax letter says and which deadlines it names, free, before you decide anything. A payment reminder is a different document with a different clock: our page on the Mahnung covers that one.
What can a general page like this one not tell you?
Whether any particular notice is right. That is not modesty, it is the nature of the question. Liability under § 69 AO turns on what the funds looked like at the time, what was actually done and not done, when the duties fell due, who held which office, and what the tax office weighed when it exercised its discretion. None of that is visible from a general description of the law, and no general page, this one included, can supply it. So this page sets out the framework and stops there. It does not assess any notice. It says nothing about whether a liability is lawful or unlawful in a given case, it makes no statement about prospects, and it does not tell anyone what to do in their own proceedings. A specific liability notice needs individual review by an adviser who has the notice and the facts in front of them.
Does Vaytax help with a liability notice?
Not with the notice itself, and it is worth being exact about that. We do not represent people in liability proceedings, and nothing here should be read as an offer to. What we run is the German VAT underneath: the registration where one is needed, the monthly VAT return (UStVA), the annual return (Jahreserklärung), and the correspondence with the tax office (Finanzamt) that goes with them. We also catch up returns for periods before you joined, at €89 per past return, which is often the part of the picture a company can put in order on its own initiative. Getting the underlying returns filed and current is what we do, and it is ordinary compliance work rather than anything to do with a notice. We make no claim about what filing them does or does not change elsewhere. The notice itself is a separate matter for an adviser looking at the individual case.
If you already have a German tax number (Steuernummer), the filing plan is €89 per month or €990 per year and covers your monthly and annual returns. If you still need the registration itself, the all-in plan is €1,299 per year, charged in full at signup, covering the German VAT registration plus every filing for the year. Both are on our pricing page. You still do your part each period: you enter your figures or upload your report, and we prepare the return, review it and file it with the Finanzamt.
What we do not do: represent anyone in liability proceedings, or advise on a specific notice. This page states the general legal position and nothing more. It is not an assessment of any case, and it cannot be, because that assessment depends on the funds, the dates, the office held and what actually happened. If a liability notice has been issued, have it reviewed individually by an adviser before relying on any conclusion, including one drawn from this page.
The German VAT filings underneath, handled.
Vaytax runs German VAT for foreign companies: the registration where you need one, the monthly and annual returns, the Finanzamt correspondence, and catch-up filing of past returns at €89 each. €1,299 per year all-in including the German registration, or €89 per month if you already have a Steuernummer. Representation in liability proceedings is not part of the service.
See what it costs Licensed German tax advisor · English throughout · No calls requiredAsked about liability notices
A liability notice (Haftungsbescheid) is an administrative act (Verwaltungsakt) by which a person who is liable by law for someone else's tax debt is personally called on to pay it. The tax itself is owed by the company, and the notice addresses a person who stands behind that debt, typically a legal representative such as a managing director (Geschäftsführer) under § 34 of the German Fiscal Code (Abgabenordnung, AO). This is general information, and a specific notice needs individual review.
Usually a legal representative of the company rather than the company itself. § 34 AO puts a company's tax duties on its legal representatives, so for a limited company (GmbH) that is the managing director (Geschäftsführer). The duty attaches to the office rather than to shareholdings, and § 35 AO extends it to someone who in fact acts as a manager without formally holding the office. Which provision applies to any real notice is a matter for individual review.
No. The standard in § 69 AO is intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit). Ordinary carelessness (einfache Fahrlässigkeit) does not reach it. Gross negligence describes disregarding, to an unusual degree, the care that was plainly required in the circumstances. Where the line falls in a given case depends on the facts, which is a question for an adviser who has seen the file rather than for a general page.
The objection period (Einspruchsfrist) against a liability notice is as a rule one month from notification (Bekanntgabe), which is when the notice counts as delivered rather than the day it was written or read. Beyond that, the general limitation rules of the Abgabenordnung on assessment and on liability apply. The dates and periods stated in the notice itself are worth checking carefully.
No. Four things have to come together: an unmet tax claim against the company, a breach of a tax duty by the representative, fault in the form of intent or gross negligence, and a decision by the tax office (Finanzamt), taken in proper discretion (pflichtgemäßes Ermessen), to call on that particular person. The discretionary step is a real one, so a breach does not translate into a notice by itself.
Not with the notice itself. We do not represent people in liability proceedings. What we run is the German VAT underneath: the registration where one is needed, the monthly VAT return (UStVA), the annual return (Jahreserklärung), the correspondence with the tax office (Finanzamt), and catch-up filing of returns for periods before you joined at €89 per past return. A liability notice needs an adviser looking at the individual case.
Sources & official references
- § 34 AO: Pflichten der gesetzlichen Vertreter
- § 69 AO: Haftung der Vertreter
- § 191 AO: Haftungsbescheide
- § 355 AO: Einspruchsfrist
- Abgabenordnung (AO), full text
General information on German tax law, current as of July 2026. Reviewed July 2026 by a licensed German tax advisor. Not individual tax advice and not an assessment of any specific notice or case: a specific liability notice needs individual review by an adviser. Vaytax handles German VAT registration and filings, and does not represent anyone in liability proceedings.