In the first place, remember that the figure of an administrator is required for all companies.
At the time of incorporation, a sole administrator or several administrators are appointed who will act jointly or jointly for the period of time indicated in the bylaws.
Partner status is not required to be appointed administrator.
The administrators must prepare the annual accounts at the closing date of each fiscal year, taking responsibility for obtaining a true picture of the equity and financial situation and the results of their operations.
They are liable for the damages of their actions during the term of their position. It must be an unlawful or unlawful act or omission that produces real damage and a direct relationship of guilt of the administrator. Derived from the position of the same civil / commercial responsibility; criminal responsibility and fiscal responsibility.
Civil / commercial liability
There is responsibility if the administrator does not call a Board to agree on the dissolution in 2 months when:
a) There are losses that reduce the accounting equity to less than half of the share capital, except if it is increased (the share capital) through new contributions from the partners.
b) There is no exercise of the activity that constitutes the corporate purpose for 3 consecutive years.
c) There is an impossibility of achieving the corporate purpose, or the paralysis of the corporate bodies so that their operation is impossible.
It will also be liable for the debts contracted since the serious financial situation occurs, that is, if the company must be dissolved, the situation should not be indebted further.
The liability generated by the breach of any of these obligations is personal, unlimited and joint.
Criminal liability
When a society commits crimes, the person who responds criminally is always a natural person.
These are crimes that can be committed by partners and administrators such as: Falsification of annual accounts or other documents (imprisonment of 1 to 3 years or a fine of 6 to 12 months); Imposition of resolutions adopted by a “fictitious” majority (imprisonment from 6 months to 3 years or a fine of three times the benefit obtained);
Obstruction of public control and supervision (imprisonment from 6 months to 3 years or a fine from 12 to 24 months); Fraudulent administration (imprisonment from 6 months to 4 years or a fine of three times the benefit obtained). Other types of crimes:
The one who rises with his assets to the detriment of his creditors (imprisonment from 1 to 4 years and a fine from 12 to 24 months); That new obligations and debts are generated or contracted when the dissolution process already exists (imprisonment for 1 to 4 years and a fine of 12 to 24 months); Provide false data regarding the accounting status (imprisonment for 1 to 2 years and a fine of 6 to 12 months);
Defraud the Public Treasury by avoiding the payment of taxes, not withholding amounts that should have been withheld or unduly obtaining returns or enjoying tax benefits. In this case, prison from 1 to 4 years and a fine of both sixfold of the aforementioned amount as long as the amount not paid for withholdings or enjoyed as an undue tax benefit exceeds € 120,000.
Obtaining a subsidy or aid from the Public Administrations of more than € 80,000, falsifying the conditions required for its granting (imprisonment from 1 to 4 years and a fine of six times its amount); Accounting crimes such as the entry of figures other than the true ones (in the amount of € 240,000), hiding or simulating the true situation of the company…. (imprisonment from 5 to 7 months).
Fiscal responsibility
The Administrators will respond when they do not carry out the necessary acts to comply with the tax obligations, likewise when they have consented to non-compliance on behalf of whoever they depend on, or when they cause or collaborate in the realization of a tax offense.
