While the administrator of a company is not automatically liable for its debts, they may have to do so if they sign certain documents in their personal capacity without stating that they are doing so on behalf of the company they administer. See some examples.

Case 1: Acknowledgment of debt

The administrator of an SL signed an acknowledgment of debt in favor of two companies. In it, they only indicated their name and ID number, without referencing the SL of which they were the administrator. Well:

• Although there was a business relationship between the SL and those two companies, the administrator has had to respond to the acknowledgment of debt in their personal capacity.
• In this regard, the courts have considered that they signed in their own name, as the debtor party, assuming the obligation to pay; otherwise, they would have stated their representation.

Case 2: Guarantor

An SL signed a loan agreement with a banking entity. Well, in the "Borrower" section of the agreement, the SL was listed and, as its representative, the administrator; furthermore, in the "Guarantor" section, the administrator was also listed. The courts have considered that the administrator consented to be the guarantor of the loan requested by the company.

 

These situations can occur due to an error by the administrator themselves, who signs the document assuming they are doing so on behalf of the company. However, sometimes the error can be induced by the other party, as this way they increase their collection guarantees (if they do not collect from the company, they can claim from the administrator).

Therefore, whenever you sign a document as the administrator of your company, explicitly state its name and indicate that you are signing in your name and representation.

 

If you are an administrator of a company, consult us with any questions. Our professionals will advise you on all legal matters related to your position.