In the Ruling STS 4540/2023 of 31 October, the Supreme Court, sets precedent in considering that neither the four-year period from the date on which the action could have been brought, provided for in Article 241 bis of the Companies Act (LSC), nor the same period of liability for debts, but counted from the termination of the director’s duties, regulated in Article 949 of the Code of Commerce, is applicable. Instead, the Court considers that article 367 of the LSC states that the directors are joint and several guarantors of the company’s debts, therefore the limitation period for the debts of the directors must coincide with that provided for the company’s debt. In this line, the Court applied in this case the limitation period for personal actions of article 1964 of the Civil Code.
The criterion set out above is decisive for the purposes of directors’ liability, in relation to the starting date of the limitation period, that must coincide with that corresponding to the action against the debtor company, regardless of the date on which the director ceases to hold office within the company.
A statutory clause authorizing the company to take out civil liability insurance (D&O) for its directors is not sufficient to clearly and bindingly integrate the
It cannot be automatically concluded that a non-resident entity has a permanent establishment (PE) in Spain for VAT purposes, merely because it has a subsidiary
It is possible to file a company’s annual accounts with the Commercial Registry even if the auditor’s report contains an unfavorable opinion, provided that such
