Acta Universitatis Agriculturae et Silviculturae Mendelianae Brunensis (Jan 2011)
Liability of statutory organs in limited liability companies
Abstract
Statutory organs of business companies (and similarly of co-operatives) have numerous obligations imposed by generally binding provisions; relied with these is the liability for non-fulfilment of the latter. Some of the obligations are imposed directly by the laws, some are assumed on contractual basis. Their infringements may lead to the liability for the situation and consequences occurred. The regulation of the liability of persons engaged in the company’s bodies covers persons that are entrusted by the management of foreign assets. Sometimes these are in fact not entirely foreign assets because, although the assets are legally owned by the business company, persons acting as statutory organs are mostly partners (shareholders) in these companies as well. As such they manage the foreign assets but the company properties were created by their contributions or through the business by themselves. The paper analyses the requirements laid down for the function of managing directors (jednatel) in the limited company. Consequently it analyses the scope of the liability of managing directors firstly, in relationship to the company’s creditors (persons standing outside the company) and, subsequently, in relationship to the shareholders. It also presents and characterises the recent trends in the Commercial Court’s judgement of the conditions required for the liability for damage and claims for damages put forward by action to recover damages by the managing directors. De lege ferenda the paper recommends that the legal regulation will be amended by provisions limiting the scope of persons to be appointed as executive director and/or extending the liability for damages for the partners of the company in cases where the damage in such cases can not be compensated by the executive director and the partners should bear consequences for their culpa in eligendo.
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