Publication date: 15.08.2024
I am studying in the third year of the State University of Economics and Technology.I specialize in contractual, economic and corporate law, in particular, I provide consultations and write articles.
General aspects of the responsibility of the executive body of the LLC:
Directors of Limited Liability Companies (LLCs) in Ukraine play an important role in the functioning and management of the enterprise. Their activities and decisions can affect the financial condition of the company, its reputation and even its existence.
However, with these duties comes great responsibility. Let's consider the main aspects of liability of directors of LLCs for violations of Ukrainian legislation. Article 89 of the Economic Code of Ukraine (GK of Ukraine) defines the basis of liability of officials of economic companies for damages. Here is a detailed overview of this article and the conditions under which officers are liable to the company:
- Liability for exceeding or abusing official powers: When an official performs actions or makes decisions that exceed the limits of his official powers, provided by the founding documents of the company or decisions of management bodies. Liability arises when an official uses his powers not for the benefit of the company, but to achieve personal benefits or other illegal goals, which causes damage to the company.
- Violation of the approval procedure or decision-making procedure: When an official acts without following the approval procedure or other regulated decision-making procedure defined by the founding documents of the company. For example, if certain decisions must be approved by the general meeting of shareholders, but the official makes them independently.
- False information during approval or decision-making: When an official provides false or incomplete information to obtain approval or go through the necessary procedures. This can be submitted when obtaining permits or approving important decisions affecting the company's activities.
- Failure to act: If an official does not fulfill his duties assigned to him by the founding documents or the employment contract. For example, not taking measures to prevent violations, not submitting reports or other necessary documents.
Question
What is the procedure for compensation for damages?
Answer
To compensate for damages caused by an official, it is necessary to establish the amount of damages and their causal connection with the actions or inactions of this person. The company can file a lawsuit to recover damages from the official. To do this, it is necessary to prove that the damage was caused as a result of a breach of duties and that these violations were at fault. It is important to collect all the necessary documents, testimonies and other evidence confirming the violation and the damage caused, in order to successfully conduct the case in court.
Types of joint and several liability of the director of the LLC:
- Joint and several liability for improper payments Unlawful payments (dividends): Joint and several liability is provided for cases where the company has paid illegal dividends or other payments that occurred due to the mistake of the company members. For example, if participants submitted false information or included incorrect data in the company's documents, which led to improper payments. Information reliability: Company members and management bodies (executive body and supervisory board) are responsible for providing truthful information. If wrongful payments were made due to inaccurate information, all responsible persons may be required to repay the company's funds.
- Joint and several liability for losses from significant transactions or transactions with interest Significant transactions: Joint and several liability is also provided in cases of violation of the procedure for concluding significant transactions or transactions involving interest. A significant transaction is an agreement that has significant financial or other significance for the company. Improper execution or execution of such transactions may harm the company. Transactions of interest: These are transactions in which there is a potential conflict of interest, for example, when the officers of the company have a personal interest in conducting the transaction. If such transactions were not properly coordinated or were carried out with violations, all responsible persons may be jointly and severally liable for the resulting damages.
- Joint and several liability between the members of the executive body and the temporary executive Members of the executive body: Members of the executive body are jointly and severally liable for their actions or inactions that have caused damage to the company. Acting Officer: If an acting officer has been appointed in place of a permanent member of the executive body, he may also be jointly and severally liable with other members of the executive body for actions or decisions taken during his tenure.
Question
What must be done before going to court?
Answer
Establish that the debtor is indeed a person who has failed to fulfill the obligation. Determine that the legal relationship where the breaches took place are obligations between the parties. Prove that the creditor has suffered losses. Establish that the debtor has committed illegal acts or improperly fulfilled the obligation. Determine the causal connection between the actions of the debtor and the occurrence of damages. Confirm the debtor's guilt, that is, that his behavior was intentional or careless.
Taking into account all these elements allows you to correctly assess the situation and ensure legal compensation for damages caused by a civil offense.
Legal assistance in compensation for damages:
Here are the main types of legal services that can be provided in the process of bringing the LLC director to justice:
Lawyer consultation and legal analysis of the situation: lawyers online can help analyze the situation and determine whether there are grounds for holding the director responsible, as well as what legal consequences may arise. The lawyer services online will provide an analysis of the director's actions in the context of legislation and internal documents of the company to determine possible violations.
Lawyer services for representation in court and before other bodies: The lawyer help will represent the company's interests in court in cases related to bringing the director to justice. Conducting negotiations with the director or his representatives to settle disputes before trial.
Legal services to support corporate procedures: The lawyer will check compliance with internal regulations, constituent documents and decision-making procedures. Will check the transactions and actions of the director for compliance with legislation and corporate requirements.
Bringing the director of an LLC to justice is a complex process that requires detailed knowledge of legislation and the specifics of corporate governance. It is important to ensure proper control over the activities of officials, as well as comply with all legal requirements to protect the interests of the company. The lawyer advice in this context can be extremely useful to ensure the effective protection of the company's rights or for the director to prove his case.
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