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15. Management Duties and Liabilitya. GermanyUnder German law, even a limited liability company’s managing directors may beheld personally liable if they fail to initiate an insolvency proceeding in a timelymanner. 57If a managing director has reason to believe that the company is illiquidor over-indebted, the director must take prudent action to assess the company’sfinancial situation. If the managing director determines that the company isinsolvent, the director is obligated to file for insolvency without undue delay, but inany event not more than three weeks after the company becomes insolvent. 58Thefiling may be delayed this long only if realistic options exist to avert insolvency.While the company is illiquid or over-indebted, the managing director must preservethe company’s assets. If the managing director does not act in the manner of aprudent businessman, the director may be liable for any payments to shareholdersthat render the company illiquid. The managing director has the burden of provingthat the illiquidity resulting from payments to shareholders could not have beenforeseen by a prudent businessman.The obligation to file a petition for insolvency applies equally to a German companyand a company incorporated under the law of a foreign jurisdiction if the centre ofmain interests of the foreign company is in Germany. Thus, managing directors offoreign companies with their COMI in Germany must be aware of the distinctionsbetween the German insolvency law and the insolvency laws in their home countries.57 German law requires a limited liability company to have at least one managing director. If thecompany does not have a managing director, the company’s shareholders or members of thesupervisory board may face personal liability arising out of insolvency.58 Insolvenzordnung [InsO] [Insolvency Statute], Oct. 5, 1994 [Bundesgesetzblatt] (BGBl.] 2866, aslast amended by Art. 6 G of the Act of August 31, 2013 [BGBl.], 3533, § 15 a.45