Can they be managers responsible for corporate debts?

Administrators are responsible when the company has incurred because of dissolution: If you do not comply with the obligation to dissolve, managers are jointly responsible to each other and to society of social debts to third parties. The causes of dissolution are the following:
a) Conclusion of the company that constitutes the corporate purpose, by inability to realize or cessation of the corporate bodies.
b) Lack of exercise activity for three consecutive years.
c) Decrease in net assets to less than half of the capital.
d) Reduction of share capital below the legal minimum.
and) Another reason provided for in the bylaws.

If any of the above, them to directors obligados:
1.- Convene a general meeting within two months.
2.- If the board held, social agreement is contrary to the solution or fix the cause that determines, seek judicial dissolution.

The directors shall be responsible for debts incurred after we cause dissolution. It is a personal responsibility and solidarity.

The action prescribes after four years.

The liability of directors is objective or cuasiobjetiva, and does not require the existence of an intentional element, although from the judgment of TS 28-04-2006, This means that a responsibility, you should apply the general principles of DC in his article 1902, be necessary to assess the behavior of managers, in the circumstances of the case.

As for the procedure, action must be processed through a declaratory judgment action, before the Commercial Court. And if there is no express submission, will, territorially speaking, corresponding to the domicile of the defendant.


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