Abstract

A member of the management board of a limited liability company is liable for damages for the commitments of that company if a situation whereby the requirements arising from the contents of Art. 299 § 1 of the Commercial Companies Code, with simultaneous non-occurrence of any of the events listed in Art. 299 § 2 of the Code. Liability of a member of the management board is determined by the court of territorial jurisdiction for the registered office of the company – its commercial division, before which the creditor of the company should prove their receivable and ineffectiveness of enforcement initiated and conducted against the company. A member of the management board may be relieved of that liability only when they prove that the occurrence of any of the following situations:

1) filing in a prescribed time frame a petition of company’s bankruptcy or a request for initiating composition proceedings;

2) absence of fault for not filing a petition of bankruptcy or non-initiation of composition proceedings;

3) no loss being incurred by the company’s creditor despite not filing a petition of bankruptcy or non-initiation of composition proceedings.

The claim against a member of the management board for company’s commitments expires after 3 years after the injured party learned about the loss and the person liable for remedying it, and not later than 10 years after the date of the event resulting in a loss.