Prescripcion deudas sociedad limitada

Prescribed debt

If you have come this far, it is to find out how much time you have until the statute of limitations runs out on unpaid invoices. From that moment on, if you have not claimed them, you will no longer be able to demand the collection of the debts.

The success of a claim is closely linked to the speed of the claim, in this sense, the sooner you claim your debtor the more likely you are to recover your money. Do not wait any longer and recover your debts for unpaid invoices.

However, the prescription of a debt is not something automatic, since when filing a lawsuit, after the mentioned deadlines, it will be the debtor who will have to allege such prescription and demonstrate the passing of the deadlines.

When a credit card debt in the united states becomes time-barred

In any case, it is necessary to previously carry out an investigation of the assets of both the company and the administrator to verify if they have assets with which to respond, since it does not make sense to initiate a judicial proceeding if from this previous investigation it appears that the company and/or administrator do not have assets or having assets, these have important previous charges (mortgages, seizures, etc.).

With specific reference to the liability of the administrator for the debts of the company and assuming that we have good expectations of collection through its assets, such liability is based on Article 367 of the Consolidated Text of the Capital Companies Act.

This liability is enforceable provided that any of the causes for dissolution of the company contemplated in Article 363 of the same Law are present. In the event of any of these causes for dissolution, Article 367 establishes the joint and several liability of the directors for the obligations assumed by the company subsequent to the cause for dissolution of the company.

Debt collection agency

In judgment 245/2020, of April 16 (SP/SENT/1052800), the Court of Appeals of León, Sec. 1.ª, pronounces for the first time on the statute of limitations of the action of joint and several liability for debts of the corporate director and establishes that the statute of limitations provided in Article 241 bis of the Capital Companies Law (LSC) is not applicable.

This judgment resolves the questions raised on the statute of limitations of the aforementioned action, which is alleged by the representation of the corporate administrators and which was already not appreciated in the trial at first instance.

However, the Court of León adopts the opposite criterion understanding that art 241 bis introduced in the LSC by Law 31/2014 refers exclusively to the actions of individual and social liability and not to those of liability for debts. These are the reasons:

The start of the computation of the period from the date of termination is justified by the clear linkage of the enforceable liability with the duration of the exercise of the position. The joint and several nature of the liability also means that the claim depends primarily on the statute of limitations of the company’s debt.

Debts older than 7 years

When a liability action is brought against the administrators of a commercial company for corporate debts, the statute of limitations of the action brought must be taken into account, due to its great relevance in the outcome of the process.

It might be thought that no problem arises in the sense that article 949 of the Code of Commerce has been superseded by the more recent article 241 of the LSC, but this is not so because, among other reasons:

And to top it all off, the Provincial Courts do not maintain a unanimous criterion on the computation of the term as far as the dies a quo is concerned, some opting for the application of article 949 of the Commercial Code and others for article 241 bis LSC.

Thus, at the Conference of Magistrates Specializing in Commercial Matters held in Pamplona in November 2015, it was understood by a majority that the rule of Article 949 of the Commercial Code should continue to apply.

So we could say that, although currently there are still more Provincial Courts that opt for Article 949 of the Commercial Code, it seems that the situation tends to equalize with the legal uncertainty that this entails until the Supreme Court can clarify the situation.

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