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“The skeletons in the company closet – what really lies behind some CEO changes”
Crime scene debt management – When the managing director suddenly becomes an undertaker
In our daily debt collection work, we encounter many stories – some banal, others bordering on criminal. But recently, there's been an increasing number of cases that make us wonder: Is this still a business model – or is it organized fraud?
Especially with larger claims – often in the construction or service industries – a similar pattern always emerges: A company is deliberately driven into insolvency, then a so-called "undertaker" is appointed as managing director. The actual masterminds disappear into the background – often with the last remaining company assets in their pockets.
Another such case happened last week.
We wanted to commission a heat pump for our commercial building. The project volume was well into the six-figure range. After intensive consultation and a flat-rate agreement, it wasn't the current managing director who showed up – instead, the former, who “officially” had nothing to do with the company for months.
Why did he still want to complete the deal? Quite simply: He had already new company and now attempted to secure the contract under this new umbrella. Supposedly, the industry would be "better connected" with his new company.
What bullshit.
In fact, the aim was to bypass the insolvent old company and thereby deliberately harm creditors like us.
The Federal Court of Justice recently issued a clear ruling on this
Anyone who acts as a de facto managing director in order to exploit a company may be liable for insolvency offenses under Section 283 of the German Criminal Code.
(BGH, February 27, 2025, 5 StR 287/24)
In our case, a backer had taken over several struggling companies – and appointed scapegoats who "diverted" the remaining company assets. The regional court saw this as merely aiding and abetting. The Federal Court of Justice: Perpetration. That's right.
What does this mean for creditors?
Who is the real driver in such constructs – that is de facto managing director – is not only liable under criminal law, but also under civil law. Claim for damages under Section 823 Paragraph 2 of the German Civil Code (BGB) in conjunction with Section 283 of the German Criminal Code (StGB).
If the assets or profits of these backers can be determined – for example, through account movements, corporate connections, or real estate – creditors can take action. And insolvency administrators should also consider this basis for claims. actively useinstead of just handling.
Conclusion:
Collecting debts today requires more than just reminders. They need a detective's instinct, a good network—and sometimes nerves of steel. Because the real enemies don't always wear suits. Sometimes they wear the "Managing Director" badge—and what they really mean is: Corporate undertakers.
