The irregular closure of companies, without liquidation or recourse to legal insolvency mechanisms, continues to generate harsh judicial decisions against administrators who leave workers without receiving their salaries. A recent court decision in Spain once again emphasizes that the personal assets of managers can be called to account when there is negligent or willful management, a principle that finds clear parallels in the Portuguese legal framework. In this case, a Spanish businessman, after closing his company, found himself in debt to two employees.
The Murcia Provincial Audience confirmed the civil liability of an administrator who closed a company without paying the salaries owed to two workers, nor promoting the creditors’ competition or the legal liquidation of the company.
At issue are salary credits exceeding 200 thousand euros. One of the workers had to receive 146,549.88 euros, while the other claimed 62,570.37 euros, amounts to which legal interest was added, according to the Spanish digital newspaper Noticias Trabajo.
Irregular termination and legal duties of the administrator
According to sentence no. 01430/2025, of December 6, the administrator maintained the company’s activity despite significant losses and a clear situation of legal cause for dissolution, without taking any measure to close the company in accordance with the law.
The court found that, since at least November 2017, salaries had stopped being paid and that, in 2018, the company recorded losses of 1,178,940.50 euros, leaving a negative net worth of 889,886.12 euros, compared to a share capital of 360,607.26 euros.
Existence of assets and direct harm to workers
The court decision also highlights that, at the end of 2017, the company held assets in excess of three million euros. For the Murcia Provincial Audience, this fact allows us to assume that there were sufficient assets so that the workers could have received, at least partially, the outstanding wages.
Despite this, the administrator kept the company in operation until September 2018 and, after its closure, he sold his shares in March 2019, when there were still assets in the company, according to the previously cited source.
Businessman’s appeal rejected
The case began at the Juzgado de lo Mercantil nº 2 in Murcia, which considered the administrator’s liability for intent or serious negligence proven, due to the de facto closure of the company without liquidation or creditors. The businessman appealed the decision, claiming that the workers had not demonstrated the causal link required by case law for the individual liability action provided for in article 241 of the Capital Companies Law.
He also maintained that he transferred the company to a third party with the commitment that he would assume the debts and denied that the salaries had been in arrears for several years, stating that he had tried to save the company.
Negligent management and asset vacancy
The Murcia Provincial Audience rejected these arguments and concluded that all the conditions for the administrator’s individual responsibility were met: unlawful conduct, damage and causal relationship.
The court considered that there was intentional or, at the very least, seriously negligent management, noting that the drastic reduction in assets between 2017 and 2018 had no accounting justification nor corresponded to a decrease in liabilities, according to the same source.
Doctrine of the Supreme Court and confirmation of conviction
The decision recalls the case law of the Supreme Court, according to which the de facto closure of a company, without orderly liquidation, can cause direct damage to creditors when it makes the payment of their credits unfeasible.
Based on this understanding, the first instance sentence was confirmed, ordering the administrator to pay the amounts owed to the workers, plus interest. The decision also allows for a cassation appeal, in accordance with the .
Legal framework in Portugal
In Portugal, similar situations can lead to identical conclusions. The Commercial Companies Code imposes on managers and administrators the duty to promote the dissolution of the company or request insolvency when there is a situation of insolvency or serious loss of share capital. The Insolvency and Business Recovery Code also provides for personal liability of administrators when the delay in filing for insolvency worsens the situation of creditors, including employees.
As in the Spanish case, the de facto closure of a company in Portugal, without regular liquidation and with dissipation of assets, can justify civil liability actions against managers, allowing labor claims to be claimed directly against their personal assets.
This decision therefore serves as a clear warning to administrators and entrepreneurs: the informal closure of a company, outside the law, does not eliminate responsibilities and can have serious financial consequences.
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