Luis Prados Ramos



Parents normally look after and worry about their children, not just until they reach adulthood, but throughout their lives, and they feel very emotionally attached to their success, as well as suffering from their failures, and perhaps Considering that they have more experience in life, they try to warn them of the risks of their actions.

Despite this, and how could it be otherwise, children make decisions, sometimes against the advice of their parents, and they have to come to their aid.

My friend and namesake Luis found himself in this situation when he found out that his son was listed as administrator of a company that he had started with other colleagues in the computer field and that this company was in a delicate financial situation.

His question was "what can happen to my son? The answer was that the administrators of the companies can be liable for company debts, for those others that the company may have before the Treasury and Social Security, and also before other partners, although I tried to reassure him that this responsibility derives , essentially, of not having carried out the position with the opportune diligence.

Not very satisfied with my answer, because it did not leave him alone, he insisted on his questions and told me "What must be done so that my son stops being an administrator? Well, there are two ways, I told him, either that your son be fired by the partners, or that your son resign from his post. This seemed to reassure him somewhat, as he seemed to have control of the situation again, asking me to prepare the necessary documentation for his son to sign the resignation from office.

After a few days, a deed of resignation from the position of administrator was signed, and the question, in this case of father and son, was I don't have to worry about anything anymore?. And the answer was that as a consequence of the resignation, he would no longer be able to assume new responsibilities as administrator, so it would be indifferent to him if the company was going well, badly or regular, but that in no case would he be released from what had already been done, until would have prescribed their liability.

¿And when he prescribes that responsibility?. The answer to this question is the reason for this entry, and thus it should be noted that the limitation period of the liability action against the administrators (and which is extended to the liquidators), is four years, as determined by Article 949 of the Commercial Code.

The problem that arises with this article is from when that four-year period begins to run. In this regard, the Jurisprudence of our Supreme Court has indicated that this term begins, as a general rule, at the time of the cessation record in the Mercantile Registry, but as for third parties in good faith.  However, this form of determination of the start of the computation of the term is not applicable, when the bad faith of the third party is proven or when the affected party was aware of the effective termination.

In other words, when the affected party had effective knowledge of the termination prior to its publication in the BORME, the "dies a quo" (starting day) of the limitation period begins with effective knowledge, which must be tested.

Because they are not very dry, and to try to give a practical vision of the matter, despite the speed with which the Mercantile Registries act, there may be circumstances that delay the effective publication of the administrator's resignation or resignation.

For the cases of resignation  It can be very convenient to make notifications, in addition to the mandatory one, to the company itself, to the other administrators who continue in office, to one of the majority shareholders or even to financial institutions.

AND cases of termination of the administratorIn my opinion, it is very convenient not to put clauses that seem to be in style, in the sense that "...the management of the administrator is approved and thanks are given for the services rendered."

Arrival on May 4, two thousand and fifteen.

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