1. A limited liability company wants to claim damages from its executive manager for signing a disadvantageous loan agreement. How can the executive manager be released from such a liability?
The executive manager will be released from liability for damage caused to the limited liability company as a result of signing a disadvantageous loan agreement by proving that they had acted with due professional care and in the interests of the company when selecting the loan and signing the loan agreement. The executive manager can prove that they acted with due professional care and in the interests of the company, for example, by submitting an analysis of several offers from various credit institutions prepared by a competent person where the analysis would show that the offer accepted by signing the loan agreement was evaluated as the best option.
If the executive manager concluded the loan agreement without obtaining sufficient information to make the best decision, such as by comparing several available credit products, they are most likely not to be released from liability.
Simply put, the executive manager could be released from such a liability for damage if they demonstrated that they had used all reasonable efforts to file the tax return in time.
In the case of a smaller company, with no extensive division of powers and responsibilities, the manager could, for instance, submit a contract with a third party to demonstrate that they had fulfilled the obligation to file the tax return in a timely manner by concluding a contract with a third party under which this obligation was outsourced. At the same time, the manager would have to prove – for instance, by email communication – that they had been actively involved and had checked sufficiently in advance that the tax return would be filed on time.
In the case of a larger company in which, based on the internal division of powers and responsibilities, the responsibility for filing the tax return in time would rest with a dedicated employee, it is possible that the manager could be released from liability by proving that the company’s internal processes had been sufficiently established, including clear division of powers and responsibilities, to make sure that the tax return was filed in a timely manner.
In the case of further questions, or if you need legal advice on this topic, do not hesitate to contact us.