Can an Association's Debt Be Claimed from a Board Member?

Administration, General Assembly and Liability

Prepared by: Constantinople

Whether an association's debt can be claimed from a board member cannot be determined without examining the nature of the debt and the capacity in which the signature was given. A transaction by an authorised body for a legal entity is not the same as a personal guarantee or other personal undertaking. Being an administrator alone does not turn every private-law debt into a personal debt. Liability for a wrongful act, unauthorised transaction or under special legislation may, however, arise separately.

Collect the contract, order, invoice, payment documents, signature page, association resolutions and administrator's dates of office supporting the claim. If enforcement has begun, the payment order and service document must also be examined immediately. The association's name in the contract and the scope of personal undertakings in the signature section are considered together. A creditor naming the entire board as liable on the same ground does not prove that every person's legal position is identical. Public debts require review of special provisions differing from general contract rules.

First establish who is the debtor, then which defence can be made against the claim or enforcement within the time limit. The administrator's internal recourse relationship and liability to the creditor are distinguished. The association entering liquidation does not automatically remove those distinctions. Without reviewing the documents, it cannot be said that the debt will never be paid or must necessarily be paid by the administrator.