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Director Liability in Spanish Companies: Arts. 236-241 LSC, Practical Guide 2026

Director Liability in Spanish Companies: Arts. 236-241 LSC, Practical Guide 2026

Legal13 min read

Analysis of a company director's civil liability for acts contrary to the law or the articles of association, the business judgment rule, corporate and individual actions, the action for company debts (art. 367 LSC) and Supreme Court case law 2025-2026.

by Equipo Lexiel

Director Liability in Spanish Companies: Arts. 236-241 LSC 2026

Three main liability tracks: (1) Social action (Arts. 238-240 LSC) ( company sues director for damage to company assets, subsidiarily by ≥5% shareholders; (2) Individual action (Art. 241 LSC) ) third parties sue for direct damage to their own interests; (3) Debt liability (Art. 367 LSC), directors who fail to call a dissolution meeting within 2 months of insolvency trigger become personally and jointly liable for all subsequent debts.

The business judgment rule (Art. 226 LSC, 2014 reform) shields directors who acted in good faith, without personal interest, with adequate information and proper decisión process. All three tracks: 4-year limitation period.

Lexiel finds Supreme Court decisions by liability track, calculates limitation periods, and identifies whether the BJR defense is available.

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