The Spanish Law imposes on administrators of capital companies the duty of diligence and good management in their position imposing a series of situations under which the Administrator will respond with his personal assets if he breaches said duties.
For these purposes, in the commercial field, administrators are subject to two different liability regimes:
- The responsability for damages. Liability that occurs when the administrator causes damage to the company, partners or social creditors for acts or omissions contrary to the law or the statutes or for those carried out in breach of the duties inherent to the performance of the position, provided that it has intervened with malice or guilt.
- The responsibility for social debts. Liability that occurs when the administrator assumes social debts with third parties having previously failed to comply with its obligation to dissolve the company as it was agreed upon in a general meeting or when it is in a dissolving case, does not promote judicial dissolution when the meeting has not been constituted or, in the most common case, do not request the declaration of bankruptcy when the company is insolvent.
In this last case it will not be necessary that the administrator has acted with intention or fault because it is a responsibility that derives from objective circumstances. Therefore, the Administrator will only respond if the objective event occurs prior to the social debts.