Shareholder’s Liability for Damages

A shareholder is liable for damages that he/she has, by contributing to a violation of the Limited Liability Companies Act or the articles of association, deliberately or negligently caused to the company, another shareholder or a third party.

The liability of a shareholder is not as strict as that of the management of the company. The liability of both the shareholder and the company’s management requires that the person in question has caused the damage deliberately or negligently. Nevertheless, a shareholder can only be liable if he actively participates in the activities of the company. For instance, only the shareholders who supported the unlawful decision of the general meeting are liable for it.

In small companies, where the shareholders commonly belong to the company’s management, the possible liability for damages is usually based on the activity as a member of the management.