You and your partner are joint administrators of an SL. Therefore, both must sign operations jointly.

In this sense, and as this is not very practical, they have decided to change the system and become solidary administrators. Consequently, anyone can sign without needing the other's signature. But what happens if one signs or does something with which the other does not agree? Is the latter also responsible?

Well, know that just by holding the position of administrator, certain diligence obligations must be met. Therefore, both will be held responsible if these obligations are not met. Some of these obligations are, for example:

• If the company incurs losses that reduce the net worth to less than half of its capital (cause for dissolution), the administrators must convene a meeting within two months from when this situation was made known.
• In the face of current or imminent insolvency, the administrator must request the declaration of bankruptcy.
• If the administrator's actions cause harm to the company or a third party, there is a presumption of fault on the part of all administrators, and the one who did not participate can only be exempt if they were unaware of the harmful act or if, knowing about it, did everything possible to prevent the damage.

Therefore, do not ignore the company's situation and if you notice irregularities:

• Convene a meeting so that they can decide whether to authorize those actions or not, or whether to remove the administrator and hold them accountable.
• If there are actions by the other administrator that may pose a risk to you, send them a burofax asking them to refrain from carrying them out.
• If none of the above works, it will be best to resign from your position to avoid risks.

 

Our professionals will advise and assist you in all legal matters related to your role as an administrator.