StaRUG crisis early warning and crisis management system

What is it actually about?

Section 1 StaRUG has been in force since January 1, 2021. The provision is short, almost inconspicuous — and it has simply slipped under the radar of many management teams.

It requires three things from management:

1. to continuously monitor developments that could jeopardize the company’s continued existence,

2. to take appropriate countermeasures in the event of an impending crisis,

3. to inform the competent supervisory bodies without undue delay.

Sounds like common sense. Legally, however, it is a sharp sword. Anyone who fails to comply is personally liable — internally under Section 43 GmbHG and, in conjunction with Sections 15a and 15b InsO, also externally vis-à-vis creditors. And in case of doubt, it is not management’s “gut feeling” that counts in court, but what is documented in black and white. For four years, it was unclear how exactly this duty was to be fulfilled. That uncertainty is now over.

IDW S 16 — the new benchmark

On September 8, 2025, the IDW Expert Committee on Restructuring and Insolvency finally adopted S 16; on September 26, the Main Expert Committee took note of it. The standard was published in IDW Life 11/2025. This provides, for the first time, a concrete reference framework that auditors, courts and, not least, D&O insurers will use as guidance. The IDW’s core message can be reduced to one sentence: The requirements of Section 1 StaRUG can be met with appropriate corporate planning and an appropriate planning process — expressly also for SMEs and smaller limited-liability companies. In plain terms: no one has to produce a 200-page compliance file. But every managing director must be able to demonstrate that they have a system — and one that works.

What an early warning system under IDW S 16 must include

The standard requires — scalable to the size and complexity of the company — six building blocks:

1. Integrated corporate planning: P, balance sheet and liquidity planning, internally consistent, typically with a 24-month horizon. This is the centerpiece. Without this planning, no IDW S 16; without IDW S 16, no StaRUG-compliant system.

2. A risk inventory with risk aggregation: not just a list of the “usual suspects,” but a systematic assessment of probability of occurrence, impact — and, crucially, combination effects. A single risk may be manageable. Three medium-sized risks hitting at the same time often are not.

3. Early warning indicators with clear thresholds: At what level of liquidity reserves do the alarm bells ring? At what drop in revenue? When does the equity ratio become critical? These thresholds must be linked to the insolvency grounds under Sections 17, 18 and 19 InsO — inability to pay (Section 17), imminent inability to pay (Section 18) and over-indebtedness (Section 19).

4. An escalation and reporting matrix: Who reports what, to whom, in what form — and, above all, by when? Between managing directors, to the shareholders’ meeting, to any advisory board. Clear channels, clear deadlines.

5. A crisis management process: What happens after a threshold has been breached? Which measures come first? Who is responsible? What deadlines apply? A system that detects crises but contains no instructions for action is only half a system.

6. Documentation and periodic effectiveness reviews: deliberately observing the materiality principle — streamlined as appropriate, but complete. In a dispute, documentation is the only exculpatory evidence a managing director can present.

Who needs to be particularly careful

In principle, Section 1 StaRUG applies to every limited-liability company. Whether a GmbH with five or five hundred employees, a young tech company or an established SME, owner-managed or fund-backed — the duty applies to all. IDW S 16 expressly emphasizes that the system is scalable and specifically includes smaller companies. There is no “too small for StaRUG” threshold.

However, we see the issue as particularly urgent in three constellations, because additional risks arise here alongside the statutory duty:

Interim managing directors after a company sale. A very common constellation in MA practice: the former shareholder-managing director has sold their shares and remains — often at the buyer’s request, sometimes contractually fixed for 12 to 36 months — on board as managing director. Overnight, the owner has become an employed external managing director. What was previously economically “their own company” is now someone else’s company — with all formal duties vis-à-vis new shareholders, whose expectations regarding reporting, risk transparency and documentation are often significantly higher than under the old ownership structure. In this phase, Section 1 StaRUG in conjunction with IDW S 16 is not only a duty, but also the instrument by which the interim managing director proves that they are running the company to professional standards — while at the same time protecting themselves against allegations that can arise very quickly in the event of a conflict.

A shareholder dispute on the horizon. In any constellation in which the relationship between shareholders and management could become difficult — family businesses with divergent interests, joint ventures with different strategies, investments with earn-out components — a documented early warning system is a form of life insurance. If you have nothing to show then, you have often already lost the dispute before it has even begun.

Regulated industries with existing compliance structures. Banks and financial services providers, insurance intermediaries, securities institutions, payment service providers, energy suppliers, regulated healthcare providers, companies with BAFA or KRITIS relevance, trade-regulated businesses under the GewO — all of them are subject to industry-specific professional, supervisory and documentation duties that are regularly audited. A common misconception: “We are regulated anyway; that covers it.” It does not. These structures cover investor, consumer or supply protection — i.e., protecting third parties from the company — but not the company’s own enterprise risk. IDW S 16 closes precisely this gap. The good news: if you already have a compliance culture, you can build on it methodologically rather than starting from scratch — risk inventories, control routines and reporting channels can often be expanded to include the StaRUG dimension with manageable effort.

In all other cases — i.e., the normal GmbH without any particular pressure — the duty still applies. It just feels less acute. In our experience, the catch-up need then arises at exactly the wrong moment: at the next financing round, during a sale, at the first unpleasant shareholders’ meeting, or at the DO renewal. If you set it up early, it is easier, more cost-effective and less stressful.

What managing directors should do now

Three steps, in this order:

1. Stocktake: What do we already have? Liquidity planning? Reporting? Risk workshops? Rules of procedure with reporting duties? Much is often in place, but disconnected.

2. Gap analysis against IDW S 16: Where are the gaps? What is missing formally, what is missing substantively?

3. Implementation in a clearly defined project: eight to ten weeks is realistic for an SME. If you start implementation in the summer, you will be properly set up by year-end.

What managing directors should not do: wait until the tax advisor or the DO insurer raises the issue. By then it is usually too late, and your negotiating position is weaker.

Would you like to set up your early warning system?

We support managing directors and shareholders of SMEs in implementing crisis early warning and crisis management systems under Section 1 StaRUG in conjunction with IDW S 16.

What sets us apart:

• Expertise at the interfaces. Our lawyers hold doctorates at the intersection of insolvency and corporate law. This very interface shapes Section 1 StaRUG, Sections 17–19 InsO and Section 43 GmbHG — the set of duties that must be safeguarded by the system.

• Experience with compliance systems. In the past, we have implemented compliance and governance systems for SME clients. Methodological templates — risk inventory, escalation logic, audit-proof documentation — are available in-house and do not need to be developed from scratch for you.

• Efficiency through client proximity. Where we already know clients from ongoing advisory work or transactions, onboarding overhead is eliminated. This is reflected directly in our fees.

• Well-established interface with auditors and tax advisors. Plausibility checks of the integrated planning run smoothly via established cooperation partners — no searching, no friction loss.

• International client experience. We advise companies from the USA, the UK, Luxembourg, Switzerland, the Middle East, Asia and Latin America — cross-border group structures are also part of our day-to-day work.

Do you have questions or would you like to arrange a kick-off?

Email us at mail@gxglegal.com