Insolvency Proceedings in Spain: Procedure, Phases and Effects (TRLC 2020)
Complete guide to insolvency proceedings in Spain: requirements, filing, insolvency administrator, restructuring plan and liquidation. TRLC updated 2022.
Directors' Liability in Spain: Arts. 236-241 LSC and Insolvency (2026)
Analysis of company director liability in Spain: derivative action (art. 238 LSC), individual action (art. 241 LSC), insolvency liability (art. 456 TRLC), requirements, limitation periods and defence strategy.
Table of contents
Directors' Liability in Spanish Law: Overview
Spanish company law (LSC; RDLeg 1/2010) establishes director duties and liability through a three-pillar framework: duty of care (Art. 225), duty of loyalty (Arts. 227-232) and specific liability rules (Arts. 236-241).
Key Actions
Derivative action (Art. 238 LSC): brought by the company (ordinary majority) or minority shareholders (5% threshold) for damage to company assets. 4-year limitation from when the action could have been exercised.
Individual action (Art. 241 LSC): brought by shareholders or third parties for direct damage to their own interests; the Supreme Court (Plenary, 6 Oct 2020) clarified this requires damage independent from the company's insolvency.
Dissolution liability (Art. 367 LSC): objective liability for company debts arising after the dissolution cause, when directors fail to convene a shareholder meeting within 2 months of the cause arising.
Insolvency liability (Art. 456 TRLC): inhabilitación (2-15 years) and potential deficit coverage order when culpable insolvency is declared.
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Corporate Disloyalty (Art. 252 CP): Elements, Liability and Defence in Spain (2026)
Analysis of corporate disloyalty offence after LO 1/2015 reform: typical conduct, patrimonial damage, difference from misappropriation and company administrator liability.
Director Liability in Spanish Companies: Arts. 236-241 LSC
Complete guide to director civil liability in Spanish companies: social action (art. 238 LSC), individual action (art. 241 LSC), business judgment rule and Supreme Court case law.