The prevailing rule is that any legal entity that enters into obligations is held to, or has to hold itself to, meeting any obligations that arise from the commitments entered into. There are numerous exceptions to this legal rule. Under particular circumstances, the board may also be held liable for the operations (or omissions) of the legal entity. Individual officers of the board, an actual director, the Board of Supervisors or the parent company may also be held both responsible and liable.
Any board has a considerable remit, in which every director or officer of the board bears responsibility for the general performance (for example, the financial policy). If an undeniable, clear shortcoming arises because no reasonable director or officer would have acted in the same way under the same circumstances, then the director or officer has failed the legal entity. Should a director or officer face a serious accusation (by, for example, having acted contrary to statutory provisions), he or she may be held liable by the company.
Under certain circumstances, a director or officer may also face a similar process from an external creditor. If an unpaid creditor can accuse a director or officer of having entered the company into a contract knowing that the contract obligations could not be met or that any recourse could be taken from the company, known as the “Beklamel” standard, then he or she could be held personally liable. If a company has been intentionally “emptied”, creditors can also appeal to the directors or officers.
The law permits a special regime for a few creditors/people. This applies particularly to the curator in the bankruptcy of a legal entity. He or she may hold any and every director and officer liable for improper management. If the board has failed in its administrative duty or its duty to publish, and this circumstance was a substantial cause of the bankruptcy, a director or officer can be sentenced privately to the payment of the shortfall of assets. The law provides a curator support not only in procedural law, but also with regard to the scope of the liability. Tax authorities and professional pension funds can also demand payment from a director or officer if the director or officer has not sent a timely notification of inability to pay.
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