Statute of limitations for liability for debts and the relevance of the filing of accounts as an indication of dissolution

Supreme Court Judgment 1821/2025 of 11 December 2025 analyses the limitation period for liability actions against directors for corporate debts under article 367 of the Capital Companies Act (the “LSC“) and rules on the failure to file the annual accounts as an indication of the existence of qualified losses.

The facts

In the case analysed by the Supreme Court, a company (the “Company“) maintains a claim against another entity (the “Creditor Company“), derived from certain supplies of goods made in April 2010.

In addition, the Company had not filed the annual accounts for 2010 to 2017 with the Mercantile Registry, subsequently agreeing to its dissolution in August 2017.

In June 2020, the Creditor Company filed a lawsuit against the administrator, cumulatively exercising the individual liability action together with the liability action for corporate debts.

The administrator opposed the claim, seeking its dismissal in its entirety, considering that both actions were time-barred by virtue of article 241 bis LSC. In the alternative, it alleged that the Company ceased its activity and was liquidated in an orderly manner in 2017.

Both the Commercial Court and the Provincial Court concluded that both actions were time-barred. In relation to the individual action, by direct application of article 241 bis LSC and, with respect to the action for liability for debts, in accordance with the criterion of the Judgment of the Provincial Court of Barcelona of 9 October 2020, which extended said precept to all corporate liability actions taken against the directors.

The pronouncement of the Supreme Court…

The Supreme Court clarified that the limitation period for the action for liability for corporate debts provided for in article 367 LSC cannot be identified with that established in article 241 bis LSC, for the following reasons:

• The legal measure provided for in this precept makes the directors personal and joint guarantors of the obligations of the company subsequent to the cause of the dissolution;
• The term referred to in article 241 bis LSC is expressly provided for individual and social liability actions, which are located in a different scope than dissolution within the legal text;
• The legal nature of the individual and corporate action for liability is different from liability for debt, since the first two are typical actions for damages, while the third constitutes a case of legal liability for the debt of others, with its own premises and purpose.

Consequently, the limitation period for the action for liability for debts is determined according to that of the secured debt, taking as dies a quo the same as that of the action against the debtor company.

In the specific case, the debt is caused by a supply of goods made in 2010, a result applicable to the limitation period for personal obligations of article 1964 of the Civil Code (“CC“).

In accordance with said regulations and considering the reform introduced by Law 42/2015 and its transitional regime, the Court concludes that the action was not time-barred at the time of filing the claim.

Having established the above, the Supreme Court analyzed the concurrence of the requirements of the action for liability for corporate debts, concluding that these are met in the case. In particular, the claimant creditor based the cause for dissolution due to losses on the failure to file annual accounts.

In this regard, the Supreme Court specifies that the failure to comply with the legal duty to file the annual accounts does not constitute, in itself, a cause for dissolution, nor does it automatically determine the liability of the directors for the company’s debts.

However, it points out that, in situations of evidentiary difficulty, such as the absence of a filing of accounts, this circumstance may operate as a relevant indication of the existence of a financial deficit, resulting in a reversal of the burden of proof. In such cases, it is up to the administrator to prove the absence of a serious financial situation or qualified losses.

Thus, as the director had not proven that, at the time of the creation of the corporate obligations claimed, the Company was not subject to a cause for dissolution due to qualified losses, the Supreme Court upheld the action for liability for corporate debts provided for in article 367 LSC.

In conclusion…

• The Supreme Court establishes that the action for liability for debts under article 367 LSC lapses according to the term of the guaranteed corporate debt, the term of article 241 bis LSC not being applicable.
• Failure to file annual accounts does not in itself constitute grounds for dissolution, but may act as a relevant indication of equity imbalance, causing a reversal of the burden of proof to the detriment of the director.

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