
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
The Provincial Court of Madrid, in judgment 132/2024 of April 23, dealt with a case in which a sole director diverted clients from one company to another, which was created for the purpose of avoiding the payment of a debt recognized by a final judgment in a previous proceeding. This act, which left the debtor company without assets, prevented the creditor from recovering its claim, even through enforcement proceedings.
Traditionally, the damages suffered by the creditors due to the reduction of the corporate assets are considered “indirect”. That is, creditors cannot claim directly against the directors, since the damage affects mainly the company as a whole, and only secondarily the creditors and shareholders. The usual remedy for these cases is the corporate liability action provided for in Article 240 of the Spanish Companies Act (LSC), the purpose of which is to restore the company’s assets. However, the Provincial Court, following the doctrine of the Supreme Court, has pointed out that, in certain qualified cases, the creditors may suffer a “direct” damage that justifies the use of the individual liability action (art. 241 LSC).
In the specific case, the Provincial Court considers that all the elements necessary to admit the individual action were present: an organic wrong was committed, direct damage was caused to the creditor and there was a clear causal link between the actions of the director and the damage suffered.
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