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In addition to directors, other persons involved in a company’s affairs may be heldpersonally liable in an insolvency proceeding. Anyone who holds the power ofrepresentation in terms of controlling or controlled companies and in legal relationsmay be designated as a responsible person. This means, first and foremost, thefollowing natural persons: in the “Aktiengesellschaft” (stock corporation), the“Genossenschaft” (co-operative), and the “rechtsfähiger Verein” (association havinglegal capacity), it is the “Vorstand” (board). In the “GmbH (Gesellschaft mitbeschränkter Haftung” – company with limited liability), it is the “Geschäftsführer”(managing director).An internal allocation of duties does not release the person responsible from his orher duty to file an insolvency proceeding.The person appointed as the agent(Organ) of the company is not exonerated by the fact that he or she is merelynominally shown to be the person responsible, even though another person isactually managing the business transactions.A distinction is drawn at this point between the “factual agent” position and the“nominee” or “straw-man” position. A “factual agent” is a person who has not beenformally appointed to an office, but nonetheless performs the functions of that office.A “straw-man” is a person who is formally appointed to a position, but is is merelyacting as an extended arm of the person behind the scenes (often with the fullknowledge of other officers or directors of the company). Under the insolvency laws,both a factual agent and a straw-man can be responsible for filing an insolvencyproceding, and both are subject to liability if they fail to carry out this responsibility. 75b. France75 Bundesgerichtshof [BGH] [Federal Court of Justice], Feb. 11, 2008, II ZR 291/06.54