Lawyer for directors’ liability and tax or corporate liability claims

Being a company director does not mean being liable for everything. But it also does not mean being fully protected.
When a company enters into conflict, becomes insolvent, accumulates unpaid debts, or commits significant breaches, the issue stops being purely corporate and can start affecting the personal assets of the current or former director. That changes the level of risk completely.
Here we help you whether you want to bring a claim against a director or you need to defend yourself against a liability claim or debt attribution action.

When can a director be held liable

The Spanish Companies Act establishes that company directors are liable towards the company, the shareholders, and the company’s creditors for damages caused by acts or omissions that are contrary to the law or the company’s bylaws, or that breach the duties inherent to their position, provided that intent or negligence is involved.
This means that liability does not arise “automatically”, but it also does not require criminal conduct for there to be a serious issue. In practice, the risk often arises from:

• seriously poor management decisions
• failures to comply with legal duties
• conflicts of interest
• failure to act in a corporate or financial crisis
• or actions that directly harm shareholders or creditors

Corporate action, individual action, and creditor standing

Not all claims against company directors work in the same way.
The corporate action for liability is brought by the company, following a resolution of the general shareholders’ meeting, although such a resolution may be requested by any shareholder even if it is not included on the agenda. In addition, creditors may bring it on a subsidiary basis when neither the company nor its shareholders have done so and the company’s assets are insufficient to satisfy their claims.
Alongside this, the individual action for liability preserves the right of shareholders and third parties to claim compensation for acts by directors that directly harm their interests.
Practical takeaway: not all claims follow the same route. The correct legal action must be chosen carefully.
 

I want to bring a claim against a director.

Liability for corporate debts: when the issue reaches personal assets

One of the most sensitive situations arises when a company continues operating in circumstances that legally require action.
The Spanish Companies Act (LSC) provides for joint and several liability of directors for certain corporate debts when they fail to comply with the legal duty to promote dissolution or to act appropriately when grounds for it arise. This is one of the most critical areas in companies experiencing sustained losses, deadlock, or serious financial deterioration. Both practice and commercial case law are heavily focused on this issue.
Here, what matters is not only the current situation, but also:

• when the debt arose
• what the director knew at the time
• what action they were legally required to take
• and what real defence arguments may exist

I want to assess my personal risk as a director.

Tax liability extensions: it is not enough to say “that was the company’s responsibility”

In tax matters, the General Tax Law allows for the configuration of joint and several or subsidiary liability alongside the main debtor. As a general rule, liability is subsidiary unless otherwise provided by law. In addition, Article 43 specifically includes de jure or de facto directors who, where a legal entity has committed tax infringements, failed to take the necessary actions to comply with tax obligations, consented to the non-compliance, or adopted resolutions that enabled the infringement.
This means that a liability assessment cannot be challenged with a generic argument. It must be addressed by analysing:

• the exact legal basis invoked by the Tax Administration
• the tax period affected
• the director’s actual role in the facts

and the specific conduct or omission being attributed.

I want to defend myself against a liability assessment.

How we handle a directors’ liability claim or defence

1. We identify the correct legal route
Corporate action, individual action, liability for corporate debts, tax liability extension, or a combination of approaches.

2. We reconstruct the timeline
Dates, resolutions, accounts, grounds for dissolution, debt evolution, corporate documentation, and the director’s actual role.

3. We assess evidence and risk
It is not enough to assume “mismanagement” or to simply deny involvement. The case must be built around facts, duties, and causation.

4. We design the strategy
Claim, defence, negotiation, or preparation for potential exposure.

What documentation we need

If you already have it, it is useful to gather:

• deeds of incorporation, bylaws, and appointment documents
• minutes and corporate resolutions
• annual accounts and financial statements
• notifications from the Spanish Tax Agency (AEAT) or Social Security (TGSS)
• creditor demands or formal notices
• debt documentation
• relevant emails or internal communications
• any document that helps establish dates, roles, and decision-making

If you don’t have everything, that is not a problem. We will tell you what is essential to properly assess your exposure.

If the risk can already extend from the company to you personally, it is better to act sooner

In directors’ liability matters, acting late is often more costly than in other areas.
If you want to bring a claim, defend yourself, or simply understand your real exposure, we can help you review it with a sound legal strategy.
 

Request an initial assessment of directors’ liability