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A prerequisite for realization of the liability of the manager for damages occurred to a limited liability company (LLC) is the existence of a decision officially taken by the General Meeting of the partners in the company for submitting a judicial claim.

For the realization of such liability the manager’s harmful actions shall be existing and a decision by the General Meeting shall be officially voted.

This special liability of the manager of the LLC derives from the two-type relationship between the manager and the company – contractual and managerial. The factual composition of this type of civil liability covers the guilty, the unlawful and damaging breach of the manager’s obligations, whose behavior obstructs the management of the company and which leads to damages. The right of the company to seek damages due to default of both contractual and managerial obligation of the manager derives from its activity as a body of the company, from the realized so-called “management tort”, expressed in active behavior and obligations for restraining actions, where the legislator has empowered by statute the company to vote for a decision to submit a judicial claim against the manager. The decision of the General Meeting of the LLC is a prerequisite for realization of the liability of the manager.

It is not possible for the company to seek damages against the manager if the company has previously voted for a decision for release of the manager’s liability. This possibility for release of the manager’s liability is granted by statute only in the competence of the General Meeting. If such decision is taken by the company, the latter cannot seek damages nevertheless the unlawful and guilty actions by the managers are done and established. With regard submitting a judicial claim against the manager it is not mandatory for the company to take an explicit decision for not releasing the manger from liability. The decision of the company to submit such a claim incorporates in itself the company’s will not to release the manager from such liability.

When submitting a judicial claim against e person, who is a former manager of the company, such decision of the General Meeting is not required.

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