Unemployment Fund v. LLC Shareholder (Personal Liability for Company Debt)

An unemployment insurance fund sued a shareholder of a limited liability company for payments made to a terminated employee, claiming the shareholder was personally liable; however, the court overturned the lower court's decision, ruling that under Article 802 of the Code of Obligations, the company's assets are primarily liable for its debts, and while shareholders are subsidiarily liable up to the fully paid-in share capital, in cases of company dissolution or liquidation, the right to assert claims against shareholders initially belongs to the liquidators or bankruptcy administration, meaning an individual creditor can only sue the shareholder directly if the administrator explicitly waives that right, which was not demonstrated here.