Liability of the natural person acting as representative of a legal person acting as director of companies with share capital

On 11 June, Fide held a session devoted to the liability of natural persons acting as representatives of a legal person acting as a director, focusing in particular on the recent Supreme Court Judgment 114/2026. During the meeting, participants analysed how this ruling reinforces the liability of natural person representatives in insolvency proceedings, by holding that they are jointly and severally liable, alongside the managing company, for conduct that has led to the insolvency proceedings being classified as culpable.

The judgement advocates an integrated interpretation of company law and insolvency law, providing greater legal certainty and limiting the advantages traditionally offered by the status of a legal-person director. However, it also leaves open significant questions regarding the internal allocation of liability and the mechanisms for recourse between the two parties.

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