The responsibility in the corporation
- Should individuals (directors, employees, shareholders) bear any responsibility for the actions of a corporation? If so, to what degree?
This week i would like to answer this question. It seems a very simple question, although from the legal perspective it is not.
Personally, I think that individuals should bear some responsibilities for the actions of the corporation, if it is proved that those actions were carried out based on studies that supported the possible results. However I think that the responsibility of the individuals has to be determined by the law. For example in Colombia, the responsibility of the business partners in the “ltd” companies is regulated by the code of commerce in the article 353, and it says that the responsibility will be limited according with the capital contributions, however, this can be changed and one or more people can have more responsibility.
This is very important because it stablishes a limit, and I think it is very coherent.
According to the law and the code article 373, the aforementioned it is applied to the “S.A” societies.
Nevertheless, the theory and the practice are different. It is said that the responsibility will be limited according to the contributions in the “ltd co.” but the business partners have to assume any responsibility if there is no money in the company. I don’t agree with this, I think it is an accommodation of the law to benefit the subordinates or the other companies that are being affected by the actions of the corporations.
In Colombia, we used to have 6 different types of societies: Sociedad limitada, Sociedad Anonima, Empresa unipersonal, sociedad en comandita simple, sociedad en comandita por acciones y sociedad colectiva. The responsibilities were regulated in the code of commerce, and i think that if there were not such modifications in the responsibility of the “sociedad anónima y ltda” the law would work perfectly to determine how individuals should respond for the actions of the corporations.
In 2008, a new society was created: S.A.S (sociedad por acciones simplificada). Personally, I think that this society should have a reform, because it says that the partners have any responsibility. I think that people without morals and ethics in business could use this society as a shield to act in a bad way without assuming any responsibility, which is totally wrong. (It is needed to clarify that the shareholder does have responsibility when participates in fraud)
The managers and the CEO's are the head of the company, are those who decide what to do and what not to do, are those that decide the course of action of the company, therefore I think that they should be responsible for some of the results (positive or negative results). Why not all the results? Because I think that in big corporations the decisions are taken by many people, and many mistakes can appear without bad intentions, therefore it wouldn’t be fair to make them be totally responsible.
Personally, I think that individuals should bear some responsibilities for the actions of the corporation, if it is proved that those actions were carried out based on studies that supported the possible results. However I think that the responsibility of the individuals has to be determined by the law. For example in Colombia, the responsibility of the business partners in the “ltd” companies is regulated by the code of commerce in the article 353, and it says that the responsibility will be limited according with the capital contributions, however, this can be changed and one or more people can have more responsibility.
This is very important because it stablishes a limit, and I think it is very coherent.
According to the law and the code article 373, the aforementioned it is applied to the “S.A” societies.
Nevertheless, the theory and the practice are different. It is said that the responsibility will be limited according to the contributions in the “ltd co.” but the business partners have to assume any responsibility if there is no money in the company. I don’t agree with this, I think it is an accommodation of the law to benefit the subordinates or the other companies that are being affected by the actions of the corporations.
In Colombia, we used to have 6 different types of societies: Sociedad limitada, Sociedad Anonima, Empresa unipersonal, sociedad en comandita simple, sociedad en comandita por acciones y sociedad colectiva. The responsibilities were regulated in the code of commerce, and i think that if there were not such modifications in the responsibility of the “sociedad anónima y ltda” the law would work perfectly to determine how individuals should respond for the actions of the corporations.
In 2008, a new society was created: S.A.S (sociedad por acciones simplificada). Personally, I think that this society should have a reform, because it says that the partners have any responsibility. I think that people without morals and ethics in business could use this society as a shield to act in a bad way without assuming any responsibility, which is totally wrong. (It is needed to clarify that the shareholder does have responsibility when participates in fraud)
The managers and the CEO's are the head of the company, are those who decide what to do and what not to do, are those that decide the course of action of the company, therefore I think that they should be responsible for some of the results (positive or negative results). Why not all the results? Because I think that in big corporations the decisions are taken by many people, and many mistakes can appear without bad intentions, therefore it wouldn’t be fair to make them be totally responsible.
EVEN RELIGION HAS TO DO WITH THIS ISSUE....
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