Failed Recovery Companies Unpaid

Did you know that managers of corporations and limited in Spain are jointly liable for partnership debts to creditors if there are reasons for dissolution and did not promote him in such a solution within two months?

The legal basis is found in Article 262.5 of the Corporations Act and 105.5 of the Limited Partnership Act.

There are two requirements:

1. The concurrent cause of dissolution according to law, such as: corporate bodies paralyzed, unable to get the social order, lack of exercise activity for three years, losses reduced capital leaving less than half, reducing capital below the legal minimum, and so on.

2. Breach of legal obligation to promote the solution in two months

It should be noted that the existence of the above two triggers requirements, without more, the liability, unlimited personal and social administrator, regardless of the damage that has occurred could come or not the fault, negligence or lack of diligence, and without having to attend a causal link between the breach and the damage to the creditor for unpaid credit.

In practice it is easy to prove the occurrence of the cause of dissolution:

a) Certificate of Registry of where they often infer that events like the society in question did not submit the annual accounts, or that in the present capital is negative, or that it has completed the registration sheet itself

b) Publications of debts of the corporation in Official Gazettes

c) The subpoena itself that the Court will make the company at its registered office to be negative to have disappeared

d) Requiring Social Security and AEAT (farm) to certify the decline in activity, debts, etc.

The deadline for bringing an action is four years, according to Article 949 of the Code of Commerce.

Finally it is worth mentioning that due to the crisis and from the December 12, 2008, exceptionally and temporarily, initially for two years and extended for another two will not be taken into account for purposes of the mandatory grounds for dissolution decreased the net assets of a company by the depreciation of tangible fixed assets, investments in fixed assets and stocks.

? Alvaro Porcar Eurojuris AgustíPorcar AbogadosMiembro of Spain