Under what conditions are directors, trustees, or officers liable jointly and severally for damages?
Directors or trustees are held jointly and severally liable for all resulting damages if they willfully and knowingly vote for or assent to patently unlawful acts of the corporation (SEC. 30, Revised Corporation Code of the Philippines). Liability also arises if they are guilty of gross negligence or bad faith in directing the affairs of the corporation. Additionally, if they acquire any personal or pecuniary interest that conflicts with their duty as fiduciaries, they incur this joint and several liability. This liability is imposed for damages suffered not only by the corporation itself but also by its stockholders, members, and other external persons.
31 October 2025
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Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
