Prevention
We tell you what your duties are and when you need to act.
Directors’ liability lawyers in Valencia
Running a company should not put your home or your savings at risk. We advise you on your duties and defend you when claims are brought against you.
04 — Directors' liability
Many directors only discover their personal liability when it is too late. The best defence is knowing what to do in time, and doing it.
Defence
We defend you against claims from creditors, shareholders or the authorities.
Creditors
If you are a creditor, we pursue directors who failed in their duties.
01 — Company debts
Liability for the company’s debts
When losses bring equity below half of the share capital, the company is legally required to dissolve. From that moment, the director has two months to call a general meeting to resolve on dissolution or, if the company is insolvent, to file for insolvency.
If they fail to do so, they become personally and jointly liable for the debts the company incurs from then on (article 367 of the Spanish Companies Act).
02 — Insolvency
Liability in insolvency proceedings
If the insolvency is classed as culpable, directors may be ordered to cover all or part of the shortfall left after liquidation, and may be disqualified from managing third-party assets for a period of time.
No-asset insolvencies do not close the door either: the courts have stressed that the duty of care continues and that creditors can bring individual actions. We explain it in this article.
03 — Claims
Company and individual liability claims
The company can claim damages from its directors for acts contrary to the law or the articles, or for breach of their duties: the company claim. Shareholders or third parties can also sue when they are directly harmed: the individual claim.
04 — Authorities
Claims by the tax authorities and Social Security
In certain cases, the tax authorities and Social Security can pursue directors personally for company debts. We review the file and appeal any liability claims that do not comply with the law.
How we work
One method for every case: listen, understand the numbers and choose the route that protects what you have built.
- 01
Risk review
We analyse the company’s position and your personal exposure.
- 02
Action plan
We tell you what to do and when: a meeting, a restructuring or insolvency.
- 03
Defence or claim
We represent you against creditors, shareholders or the authorities.
- 04
Orderly closure
If the company has to close, we do it without loose ends.
FAQ
Frequently asked questions
Can’t find your question? In a first conversation, free of charge, we answer your questions about your specific case.
As a rule, no: the company is liable with its own assets. But there are exceptions —failing to dissolve or file for insolvency in time, culpable insolvency or certain tax claims— in which directors are personally liable. That is why acting in time is key.
Two months to call a general meeting to resolve on dissolution or, if the company is insolvent, to file for insolvency.
It depends on when the debts arose and when your resignation was registered at the Companies Register. We look at each case individually.
You may also be interested in
Timing matters
Acting in time changes everything.
Businesses tend to file for insolvency only when the situation is already unsustainable. But acting early —through insolvency or a restructuring plan— can make the difference between restructuring and liquidating. And failing to act in time can put directors’ personal assets at risk.