Considerations on the Action of the Administrative Liability of Legal Entities in View of the New Civil Code

Abstract

In the new framework set up by the New Civil Code, Art. 220 introduces the broad category of liability of the members of the legal regulating action against managers, directors and other persons acting as members of the organs of the legal person, for damages caused to it. It should be noted that for the first time, a rule of general application governing such an action for damages, Decree No. 31/1954 regarding individuals and legal entities as a general rule on applicable until the entry into force of the new Civil Code, making no mention of the action of bodies responsible legal person. Instead, the special rule, Company Law No. 31/1990, already covered in Art. 155 action for damages against directors, for damages caused to society by them in breach of their duties to society. In this context such regulation was necessary in the Civil Code applicable to all categories of legal persons. Closely related to action for damages indirectly, Art. 220 Civil Code qualifying officers and directors as organs of the legal person. But in matters related to the promotion of the action for damages manager requires a review of the administrative concept as defined in other texts of the corpus of the Civil Code, namely Art. 209, trying to answer the question whether the manager is a simple proxy, as we are used under Company Law No. 31/1990, or we can talk really an organ of the legal person.