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Old 01-28-2018, 06:05 AM   #1
TLM8
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Default Bounced corporate cheques and personal shareholder responsibility?

I have the following question if you can help direct me to the relevant reference to the subject matter.

Will a foreign shareholder (not a director / legal administrator) who has 30% interest in an Italian SLR company be personally responsible if the Directors of the Company is found guilty of issuing bounced cheques.

The Company ran into financial difficulty as the loan that was duly signed / disbursed was not consummated due to a technical reason. Cheques have been issued in anticipation of available capital / funding, which never materialised hence the cheques issued to the creditors have been overdrawn. Cheques were signed by two directors of the Company.

As I understand it, the shareholders of Italian SLR company who is merely a shareholder and is not involved in the operation of the Company is shielded from any further loss or liabilities other than to the extend of the capital invested in the Company.

Can the creditors of the Company, or the authorities, sue all the directors (company legal administrator) and the shareholders for the amount outstanding and the offence relating to issuance of bounced cheques.
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Old 01-29-2018, 04:05 AM   #2
AFFA
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Default Re: Bounced corporate cheques and personal shareholder responsibility?

I wish to inform you that as a shareholder you are not responsible for debts of the company. A shareholder is liable only in SPA where there is just one shareholder. In case of joint stock company like SRL ( Società a Responsabilità Limitata) shareholder are not personally liable for debts of the company.

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Old 01-29-2018, 10:03 AM   #3
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Default Re: Bounced corporate cheques and personal shareholder responsibility?

As a shareholder you are not liable for the company’s debt, further you can sue the company/directors personally if you face any loss due to companies improper activities. It depends on the type of share you are holding.
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Old 02-08-2018, 08:16 AM   #4
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Default Re: Bounced corporate cheques and personal shareholder responsibility?

If the shareholders were somehow in collusion they certainly could be added to any lawsuit.

Your question seems to assume there was no such collusion.
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Old 02-16-2018, 08:26 AM   #5
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Now that the two directors realise that they are stuck with the financial position, and having exposed themselves to the creditors’ claim, they are now calling for shareholder meeting to vote for appointment of the 30% shareholder as additional director of the Company. By way of background, the two directors have previously signed an undertaking giving full indemnity against any claims loss / third party claims against the particular shareholder.

Question - is there a requirement for the shareholder to be appointed as Director, need to give his written consent. Or can the 2 directors who hold 70% quota in the Company vote and approve the appointment, at the General Meeting of The company despite the motion being declined by the 30% sharehokder.
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