The Supreme Court settled the controversy regarding the prescription period for the action of liability against the administrator for company debts, as set forth in Article 367 of the Capital Companies Act (“LSC”) by its ruling of October 31, 2023.
Prior to the aforementioned ruling, lower court jurisprudence had held two positions on the matter:
- Analogous application of the period provided for the action of liability for damages (Article 241 LSC): a 4-year period, starting from the day the action could be executed.
- Analogous application of Article 949 of the Commercial Code: a 4-year period, starting from when the administrator ceases their duties.
Unexpectedly, the Supreme Court did not adopt any of the previous positions but instead adopted a third approach. It reasoned that, given that Article 367 LSC makes the administrator jointly liable for the obligations of the company after the dissolution cause, the prescription period applicable to the action for liability for company debts would be the one legally provided for the guaranteed obligation (the company debt), according to its nature (contractual liability – 5 years, extracontractual – 1 year, etc.).
