Responsabilidad de administradores SAS: Deberes legales. Pérdidas, insolvencia y aseguramiento

Abstract

Law 1258 of 2008 did not establish its own or specific regulations for the liability of the administrators of Simplified Stock Companies. He simply referred to the general regime. This raises a series of complex and highly disputed theoretical and empirical questions. How is civil liability required of apparent or notorious administrators, and hidden or parallel administrators? How will they carry out their duties and with what diligence? Should the attitude displayed by the administrator that does not verify the degree of insolvency of the counterpart when conducting a legal business and that ends up generating losses for the company should be considered negligent action? Or what to say also of the administrator who, aware and aware of the insolvency, nevertheless contracts with a third party on behalf of the company, is he fulfilling his fiduciary and legal duties? What consequences does such an act have? But, is the administrator who does not pay the debts of the company diligent when, aware of the difficulties of the company, he does not warn potential creditors? The law does not answer it, nor does it establish the duty to diligently inform oneself of the progress of society. In the same way, nothing is said about the subjective requirements of who they will be and how administrators, nor about the statute of administrators. These and other problems are addressed in this work, in which the reader will find an interesting study of the fiduciary duties of administrators; the responsibility of partners and administrators for social losses; the nature and extent of the directors 'liability for corporate debts and the directors' civil liability insurance.