Abstract
Before setting out to shed some light on the duties of directors of companies incorporated in Germany, it is necessary to explain some basic features of German company law to avoid any confusion that may result from attempting to explain domestic legal phenomena in another language. This chapter deals with the duties of directors of the two incorporated company prototypes, the joint stock company and the limited liability company. The criminal liability of directors is dealt with in Articles 399 to 401 and 404 Aktiengesellschaft (AG), which cover wrongful acts in the context of the company's incorporation, with respect to reporting duties, breaches of duties in the context of bankruptcy and breaches of confidentiality. The main differences as far as the duties of directors are concerned arise from the more personal structure of the GmbH, as the relationship between members and directors of the company will in many cases be much closer than in the case of the AG.