Summary

It is not uncommon to hear Estonian lawyers express the mistaken opinion that the regulation, proceeding from the Commercial Code, on the liability of a member of the management board is somehow outside the basis for other civil law liabilities. The position of the regulation of the liability of a member of a management board in the liability system of general civil law is also a matter for debate.

The article concentrates on the delict liability of a member of the management board of a private limited company and a public limited company in the case of transactions in bad faith, where the company is used in a manner opposed to the objective of a legal entity – i.e. as a means of escaping liability. At the beginning of the article, there is a brief analysis of the position of the liability of a member of a management board in the civil law liability system, in order to set the limits of the internal and external liabilities of a company, since the type of liability to be applied also depends on the nature of the violated obligation. In the main body of the article, there is an analysis primarily of the prerequisites for the delict liability of members of a management board that could possibly be implemented in Estonia in the case of abuses associated with companies, and where a member of the management board is personally liable to the creditor of the company for the implementation. The author covers only briefly the topic of adopting behaviour that is important from the standpoint of the liability of a member of the management body.