TCC Art.630 regulates the duty of care of limited company managers and the consequences of behavior contrary to this obligation.
Duty of Care
The manager must work with the care of a cautious manager. The criterion of care is objective; Professional knowledge and responsible behavior are expected from every manager.
Liability Situations
- Liability to the company (TTK art. 553)
- Liability to partners
- Liability to third parties (creditors)
- Personal liability for tax and social security debts (VUK art.10, 6183 art.35)
Insurance Opportunity
It is common in business life for managers to manage their risks with D&O (Directors & Officers) insurance.
Discharge Decision
If the general assembly gives a discharge to the manager, the liability for the period within the scope of the discharge is eliminated. However, events that are unknown or hidden from the acquittal are not included in the scope of acquittal.
Supreme Court 11th HD Approach
The Supreme Court of Appeals 11th HD accepts that the manager will be evaluated within the framework of "prudent businessman" behavior, and that blatant negligence is sought, not ordinary carelessness.
Commercial law lawyer support is recommended.