Review article

Shareholder liability in a limited liability company for prohibited intervention in corporate assets

Nina Širola ; Faculty of law, University of Zagreb, Zagreb, Croatia

Abstract

The present study examines shareholder liability in a limited liability company for prohibited intervention in corporate assets. The paper examines the legal framework concerning shareholder liability which allows shareholders of a limited liability company to freely manage corporate assets presuming adherence to legal restrictions. The paper
clarifies the concept of prohibited intervention in corporate assets and explains the criteria for assessing admissibility of payments out of corporate assets. The paper analyses the legal basis for inside shareholder liability for prohibited intervention in corporate assets in the context of company law, and their mutual relationship. The duty to act loyally, the duty to return non-permitted receipts and
liability for damages due to prohibited intervention are elaborated. It is pointed out that shareholders have the right to manage corporate assets as they wish as long as they abide by the rule that prohibits receipts out of corporate assets that serve the purpose of share
capital maintenance. Especially elaborated in detail is the duty to refund non-permitted receipts, namely the assumptions and aim of the prohibition of receipts out of corporate assets that serve the purpose of share capital maintenance. The limited scope of application
of the duty to refund non-permitted receipts is pointed out. Particular attention is also paid to the liability of shareholders for damage resulting from a prohibited intervention as well as the assumptions and scope of that liability. The paper separately elaborates the legal basis of outside shareholder liability for prohibited intervention in corporate assets, namely the concept of piercing the corporate veil and liability for damage. The assumptions of liability and scope of compensation that
can be requested based on both legal bases are explained, as is their mutual relationship. The conclusion is that the current legal framework provides a suitable and effective protection of limited liability company assets.

Keywords

prohibited intervention; shareholder liability; limited liability company; inside liability; outside liability

Hrčak ID:

74553

URI

https://hrcak.srce.hr/74553

Publication date:

28.10.2011.

Article data in other languages: croatian german

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