Civilinė akcininko atsakomybė už bendrovės prievoles

Abstract

This article approaches an issue of shareholder liability for the debts of corporation. The discussion on shareholder liability is initiated by the provision of Lithuanian Civil Code that rescinds an absolute limited liability protection stated in the Lithuanian Law on Corporations. Whereas this is a new topic in Lithuanian jurisprudence, and no cases on this issue have been heard before Lithuanian courts, this article approaches comparative analysis of shareholder liability. The main issue of this article is a shareholder tort liability for the debts of a corporation. The rationale and preconditions of this kind of liability are examined by analyzing the purpose of limited liability. The objectives of this article are to overlook from the comparative perspective legal doctrines and case materials of shareholder liability in civil and common law countries, to define the main attributes of a corporation as a legal entity, that determine the status of limited liability, to characterize the prerequisites of a shareholder as potential unlimited liability subject. The inference is drawn, that presumable subject of an unlimited liability is only controlling shareholder, “shadow director” of the corporation, and his duties towards the corporation and the creditors should amount to the fiduciary duties of directors.