
Amendment of Article 365.3 of the Capital Companies Act (LSC): Nine Months On
Executive summary In January 2025, the Organic Law 1/2025 was introduced, which amended article 365.3 of Spain’s Companies Act (LSC). The reform grants company directors
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.
Executive summary In January 2025, the Organic Law 1/2025 was introduced, which amended article 365.3 of Spain’s Companies Act (LSC). The reform grants company directors
Spain’s National Securities Market Commission (CNMV) has announced the creation of an Expert Committee to revise the Good Governance Code for listed companies (CBG). The
Did you know that more than 85% of companies in Spain are family‑owned? This business model not only drives employment and the national economy but