The Statute of Limitations for Liability Actions Against Company Directors

Abstract

The statute of limitations for liability actions against directors of corporations is a matter that was initially developed in case law, as the special legislation on capital companies was silent on the matter. Despite the fact that, after Law 31/2014 of 3 December, the regulation of the statute of limitations for corporate and individual liability actions ended up being embodied in art. 241 bis of the Spanish Corporate Enterprises Act, doubts arose as to whether this precept was also applicable to the liability action for corporate debts in art. 367 of the Spanish Corporate Enterprises Act. In this respect, the scholars and the minor case law of the different provincial courts have developed two opposing theories and the Supreme Court, without taking a position in favour of either of them, has settled the debate as to which should be the statute of limitations for the action for liability for corporate debts in three judgments, handed down close in time, which have come to form a new body of case law.