Joint liability of the director and shareholder for the company's tax obligations, liability in insolvency and the protection of personal assets. Specialist defence, available internationally.
Many entrepreneurs live with the belief that a limited company automatically protects their personal wealth. In reality, tax and insolvency law give the authority and creditors several ways to go beyond this screen and reach the personal assets of the director or shareholder.
The joint liability regulated by the Tax Procedure Code allows the authority, under certain conditions, to attract the liability of the person who caused the company's state of insolvency or who benefited from assets or operations to the detriment of the tax creditor. And the recent reform of insolvency law has significantly tightened this regime.
For a director, this completely changes the risk calculation: a wrong business decision, a dividend distribution made without observing the rules, an unregularised loan or poorly kept accounting no longer remain the company's problems — they can become a claim enforced against your house, car and personal accounts.
A major legislative development. The reform of insolvency law that entered into force at the end of 2025 expanded the circle of persons who can be held liable — including those with effective control over financial decisions, not only the de jure director — introduced the obligation to notify the authority before filing for insolvency, and provided for lasting professional bans for those found liable.
If you find yourself in one of these situations, assessing your personal exposure, separately from the company's, is essential.
The authority can seek the joint liability of the director or shareholder who contributed to the state of insolvency, for the company's unpaid tax obligations.
Distributions from non-existent profit, without covering losses or affecting the capital — can attract personal liability and, if they led to insolvency, the obligation to cover the loss.
Unrepaid and undocumented shareholder–company loans can be reclassified, and the director's joint liability can be engaged for the resulting sums.
The judicial administrator and the creditors analyse the decisions of the prior period. The 2025 reform expanded who can be held liable and strengthened the sanctions, including bans on managing companies.
The decapitalisation of the company — net assets below half the share capital — is itself a source of liability and a trigger for audits, if not remedied in time.
Operations with close persons or firms, in the period before financial difficulty, are analysed with heightened attention and can ground the attraction of liability.
The defence starts from an essential distinction: a business decision, even a wrong one, is not automatically conduct that attracts personal liability. The difference is made on evidence and context — exactly the ground on which the defence is built.
Rebutting, on its substance, the decision by which the authority engages joint liability: the absence of the legal conditions, the lack of a causal link, the absence of bad faith.
Representation in actions based on insolvency law, by which the director is asked to cover the company's liabilities from their own wealth.
Demonstrating that the contested decisions were management decisions taken in a given context — a normal business risk, not conduct that justifies liability.
For those not yet targeted: assessing the exposure and correcting risky practices — dividends, loans, capitalisation, documentation — before the problem arises.
The general rule is that the shareholder is liable within the limit of their contribution, and the limited company offers a separation between the company's assets and personal ones. But this separation has important exceptions, provided by the Tax Procedure Code and by insolvency law.
Under certain conditions — contribution to insolvency, illegal distributions, bad faith, transactions to the detriment of creditors — liability can be extended to personal wealth. The company screen exists, but it is not absolute, and the recent reforms have made it more permeable.
Yes. The decision attracting joint liability is an administrative tax act that can be challenged — first administratively, then in court. The attraction of liability is not automatic: the authority must prove that the legal conditions are met.
The defence frequently focuses on the absence of a causal link between your conduct and the state of insolvency, on the absence of bad faith and on the fact that the legal obligations were, in fact, met.
It significantly tightened the liability regime. Among the changes: expanding the circle of persons who can be held liable, including those with effective control over financial decisions; the obligation to notify the authority before filing for insolvency; and tougher professional sanctions, such as a ban on being a director for a lengthy period.
For any director, understanding these new rules is no longer optional — they concretely change the level of personal exposure.
It can become so, depending on how it is structured. An undocumented loan, without a market interest rate, without real repayment capacity or intent, risks being reclassified as a disguised dividend and can ground the attraction of liability, especially if the company gets into difficulty.
The solution is not necessarily to avoid the loan, but to structure and document it correctly. An analysis of the current situation can identify and correct exposures before they become a problem.
The period before insolvency is critical for personal liability, because the decisions taken now will be analysed later. It is exactly the moment when a consultation matters most: which transactions to avoid, which obligations to fulfil, how to document decisions and which notifications are mandatory.
Managing this phase correctly can make the difference between an insolvency with consequences limited to the company and one that pursues your personal wealth for years.
Whether you have already received a liability decision or the company is approaching difficulty, an assessment of personal exposure — distinct from the company's — establishes what can be defended and what can be protected.