Obligation to File for Bankruptcy
In Estonian corporate law, the management board has a strict fiduciary duty to monitor the company's solvency. According to § 91 (1) of the Bankruptcy Act (Pankrotiseadus), a debtor is obligated to file a bankruptcy petition if the insolvency of the debtor is permanent.
Defining Permanent Insolvency
Insolvency is considered permanent if the debtor is unable to fulfill their obligations and this inability is not temporary due to the debtor's economic situation. Under § 1 (2) of the Bankruptcy Act, insolvency occurs when the debtor's liabilities exceed their assets, provided this state is not temporary, or when the debtor is unable to meet financial obligations and this failure is not temporary.
Liability of the Management Board
Failure to file a bankruptcy petition in a timely manner carries significant legal consequences. Pursuant to § 92 of the Bankruptcy Act, the management board must file the petition immediately, but no later than 20 days after the insolvency has become apparent. Failure to comply makes the management board members jointly and severally liable for damages incurred by creditors due to the delay.
Beyond civil liability, failing to file on time may lead to criminal charges related to bankruptcy offenses. It is therefore vital to conduct regular financial assessments and consult with a legal expert as soon as the first signs of payment difficulties emerge to mitigate risks.
Are you concerned about your company's financial health and your legal obligations? Our expert team at Legal Aid 24 is here to provide clarity. Contact us today for a personalized legal analysis and ensure you are fully protected under Estonian law.