Abstract

ABDALA, Martín E.. Corporate directors' liability for loss of capital under Argentine Law. Rev. Derecho [online]. 2011, n.36, pp.40-52. ISSN 0121-8697.

We can often see in Argentina companies operating without an adequate supply of capital and doing business in excess of the real possibilities of the firm. When there are situations of breach of obligations of the company, affected creditors try to compensate their losses by bringing tort actions against the administrators. To justify these claims a group of Argentine authors intend to use articles. 59, 274 and 99 of the Ley de Sociedades Comerciales (Corporations Law). We do not consider appropriate to use art. 99 of the Ley de Sociedades Comerciales for this purpose. On the one hand, it is extremely difficult to determine when a society has lost its social capital and, second, because in all cases the application of this rule presupposes that the cause of dissolution has been declared and not only that it occurred. The solution to the problem is found in civil law. In the preparatory stage of any contract, the corporate manager has the personal obligation to report certain matters relating to the solvency of the company, such as the amount and existence of capital and if not, can be held liable for damages for culpa in contrahendo.

Keywords : Responsibility; trading companies; Argentine law.

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