Civil Liability of Supervisory Board Members in a Joint-Stock Company under the Commercial Companies Code

Legal Basis for Liability

According to Article 483 of the Commercial Companies Code:

1. A member of the management board, supervisory board, or a liquidator is liable to the company for damage caused by an action or omission that is contrary to the law or the provisions of the company’s statute, unless they are not at fault.
2. (repealed)
3. A member of the management board, supervisory board, or a liquidator does not violate the duty of care arising from the professional nature of their activities if, acting loyally towards the company, they operate within the bounds of justified business risk, including relying on information, analyses, and opinions that should be considered under the circumstances when making a careful assessment.

Article 483 of the Commercial Companies Code is of a mandatory nature, meaning that the statute of a joint-stock company cannot contain provisions excluding or limiting its application.

Conditions of Liability

The conditions for the liability of supervisory board members under Article 483 of the Commercial Companies Code include:

1. an action or omission contrary to the law or the provisions of the company’s statute,
2. a culpable action or omission,
3. damage sustained by the company,
4. a direct causal link between the damage and the unlawful and culpable action or omission by the persons specified in this provision.

Principle of Liability

The liability defined in Article 483 of the Commercial Companies Code constitutes compensatory liability based on the principle of fault. In this case, the burden of proof lies with the supervisory board member (not the company), who must demonstrate the absence of fault, i.e., the exercise of due diligence in performing their duties.

The company, on the other hand, is required to prove the action or omission that was contrary to the law or the company’s statute, the damage, and the causal link between the action or omission and the damage incurred by the company.

Exemption from Liability

Supervisory board members can be exempted from liability if they prove that their action or omission, which was contrary to the law or the company’s statute and caused damage to the company, was not culpable.

Granting discharge to supervisory board members during the annual general meeting of shareholders does not automatically relieve them from financial liability.

Statute of Limitations for Liability

Under Article 488 of the Commercial Companies Code, claims for damages expire three years from the date the company became aware of the damage and the person responsible for repairing it. However, in any case, the claim expires five years from the date the event causing the damage occurred.