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Publicado el 5/5/2015
On December 24, 2014 came into force the Law 31/2014, of 3 December, approving the Capital Corporations Act is amended to improving corporate governance, among other things, modifies the liability regime of the social managers, regulated in articles 236 to 241 bis of the Capital Companies Act.
The reform operated in this system of liability is a significant variation in performance of office administrator, who will continue to respond personally in the event that his performance has been willful or culpable, understanding that there is guilt if the act is contrary to the law or the Bylaws, but now reinforced as follows:
a) the art is introduced. 241 bis, amending the system of limitation of liability action against the directors, establishing a period of four years from the day that could have the proceedings and not from the time the administrator ceases in office, making that possibility in virtually "indefinite time".
b) the non-exemption of responsibility for the fact that the damaging act or resolution has been adopted, authorized or ratified by the General Meeting, so that the responsible administrator can not rely on what he has decided the General Meeting is held.
c) Be responsible administrator "in fact", preventing the real administrator shirk its responsibility by appointing a figurehead or even another commodity, since such responsibility shall extend to those defined by it for the exercise of such functions.
In short, the Administrator role is increasingly professionalize and therefore should be carefully extended and developed by entrepreneurs.