An SL director may face criminal liability for cash decisions, falsified accounts, unremitted withholdings, punishable insolvency or favours to related parties. Not every commercial breach is a crime; but with intent or serious negligence harming creditors or the tax authority, criminal proceedings open. This analysis guides summoned directors and shareholders acting against whoever emptied the company.
When criminal law enters
Missing or false accounts with tax or insolvency impact.
Appropriations, payments to shareholders without legal cover, opaque related-party deals.
Punishable insolvency: failing to file insolvency in time with relevant public or labour debt.
Tax or social security offences linked to management.
Personal versus corporate
The director answers personally for their acts; the SL does not “absorb” crime.
Conversely: harming the SL can be disloyal administration even without enrichment.
Shareholders must know what to demand corporately and what belongs in a complaint.
D&O insurance does not cover criminal offences; do not treat it as a shield.
Director defence
Rebuild reasonable business decisions with contemporary documentation.
Separate bad management from intent. Bankruptcy is not the same as stripping.
Coordinate with tax and labour if parallel inspections run.
Negotiate regularisation where it fits; do not improvise symbolic payments.
Action by harmed shareholders
Challenge resolutions, corporate liability actions, complaint when patrimonial diversion is clear.
Measures on the director’s accounts and shares.
Early audit or accounting expert.
One partner holds the commercial-criminal thread without contradiction.
First meeting
Accounts, books, minutes, statements, known inspections, summons.
Calendar of defaults to tax, social security and suppliers.
Shareholders’ pact and real division of powers.
We define personal defence or action against the director with step order.