Modification of the statute of limitations to claim for directors’ liability for company debts

The statute of limitations for the action for directors’ liability for company debts shall coincide with the limitation period of the action to claim the company’s debt with the same starting date.

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.

Read Sentencia STS 4540/2023.