The legislator wanted to release the assets of the social agents

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One should never attribute to administrators obligations that the law has not imposed on them, with regard to the obligation of supervision, since this is nothing more than, according to DE GREGORIO (cit., page 81), a “generica funzione” that does not cover, and cannot cover, obligations specific to company employees. When assessing, for example, the statute of limitations, it must be viewed as a benefit created in favor of the administrator, as rightly pointed out by the Belgian professor LOUIS FREDERICQ, “Droit Commercial Belge”, vol. 5, no. 767, page 1,077:

“Arising from economic needs, considerations of general interest “justify the short limitation period. The legislator wanted to release the assets of the social agents within a reasonable period of time. They should not bulk sms cyprus remain for too long under the threat of possible persecution. Few serious people will agree to accept the mission offered to them if they can be disturbed for 30 years, running the risk of being sued at a time when the memory of the very acts imputed to them has disappeared”.


“Partners are not obliged to return dividends received in good faith, in accordance with the approved balance sheet. If they were exposed to the risk of returning them, probably after having already spent them on daily expenses , no one would want to risk their capital in a joint-stock company.”



“In any case, it is important to remember that almost always, alongside truly guilty administrators” (I mean, those who sinned through malice) “there are honest administrators, but guilty because they did not know how to be vigilant. These administrators, who are morally more excusable, are usually persecuted with greater tenacity: because they are almost always the richest . ”