Responsabilidad de los últimos socios de la Compañía Anónima por obligaciones sobrevenidas a su cancelación en el Registro Mercantil.

Abstract

The Public Limited Company is a corporation that aims to generate profit for its members through commercial transactions with a heritage that despite the fact that is comprised by the contribution of them, it enjoys of full independence, so the obligations incurred by it, should not be confused between these. This autonomy of heritage, arises from the theory of the corporate veil as a shareholder protection, limiting its liability to the amount contributed. The problem emerges at the time the company completes its legal life, accomplishes the legal liquidation process, a remnant is awarded to former members, the company is canceled in the Commercial Register; and appears unknown creditors, to whom the law recognizes the right to file a claim for such “supervening obligations”. So the question arises, Is it enforceable in all cases to make the shareholders of a company that has been cancelled its registry, the obligations acquired by it based on solidarity established by law?, Isn’t the remaining awarded to shareholders, heritage of the partner ?. Whereas, the legislation provides special and determined cases in which, only once the fraud has been proved, is when the corporative veil could be a lifted and make the members be jointly responsible; is clear the need to implement measures that will allow the last members enjoy legal certainty, once completed the full process of liquidation, in which has the apparent result of non-existence of outstanding obligations, so that payment may not being required to the shareholders under the guarantees of due process.