Directors’ liability for damage caused to the company they manage is always contractual in nature

The liability of directors, for both joint stock companies and partnerships, for damage caused to the company they manage is contractual in nature, so that the company (or the administrator, in the case where the action is brought under Article 146 of the Bankruptcy Law) is required to allege breaches by the directors of their duties, as well as prove the damage and the causal link between the breach and the damage, while it is up to the directors to prove, with reference to the allegations, that they have complied with their duties. Where assets have disappeared from the company, in bringing an action for damages against the director the company may therefore limit itself to alleging the breach, consisting in the misappropriation of said assets, while the director themselves must prove that they have fulfilled their obligations, consisting in the allocation of assets to settle the company’s debts (such as those relating to the profits for the year and the remuneration due to said director) or that the assets have been used for conducting the company’s business, in accordance with the law and the articles of association.