| Abstract [eng] |
Seeking to combine the interest of investors to maintain the rule of limited liability protection and protection of creditor’s interests from shareholders abuse of limited liability privilege, the participant’s civil liability under legal person’s obligations is established. Shareholder’s liability under company's obligations can arise according the following grounds in Lithuania: the rule of law, contract, providing an exception of limited liability in the establishment documents of the company and according to the Item 3 of Clouse 2.50 of Civil Code of the Republic of Lithuania (hereinafter – the Civil Code), when the company can not fulfill its obligation as the shareholder acted dishonest. The Item 3 of Clouse 2.50 of Civil Code determines that shareholder is personally liable for company‘s obligations if the following conditions are determined: 1) corporation is unable to fulfill its obligations; 2) shareholder of the company acted dishonestly; 3) shareholder’s dishonest acts caused corporation’s inability to fulfill its obligations. In this paper the above-mentioned three conditions for proving the liability of shareholder are analyzed according to the interpretations in the doctrine as well as to the practice of Lithuanian courts. The application scope of rule specified in the Item 3 of Clouse 2.50 of the Civil Code is explained: shareholder’s liability under company’s obligations as the broaden meaning and the narrow meaning as the shareholder’s tortous liability. This work draws attention to various aspects which may have implications for the appropriate application of the Item 3 of Clouse 2.50 of the Civil Code. It is stated that the suitable subject of liability under this rule could be a shareholder who has the real impact on the company's management. The influence of shareholder to corporate governance may occur in such circumstances: the sole shareholder of the company is the manager of the company, the shareholder is not a legitimate manager of the company, but actually have a decisive influence on the company's management (“shadow director”), shareholder comparing with the other shareholders has relatively the largest package of share, giving the right to vote etc. It is noted that the voluntary creditors and creditors of tort has the different opportunity to target the requirement to the shareholder of the company. Finally, briefly reviews regarding the models of piercing the corporate veil in United States of America., United Kingdom and Germany are presented. |
