The liability of shareholders with limited joint and several liability is defined by the legal term “lifting the veil – piercing the corporate veil”

As a general rule, shareholders are not liable with their assets for obligations arising out of the legal affairs of the company, since these are assets of the company and are separate from the assets of the shareholders.

However, Article 15 of the Companies Act of the RS provides that members of a limited liability company may be personally liable to third parties for the company’s liabilities if they misuse the company for illegal or fraudulent purposes or dispose of the company’s assets as if they were their own and as if the company did not exist as a legal entity.

In addition, Article 5 of the Companies Act of the Federation of BiH provides that the owner of shares in a limited liability company is liable for the obligations of the company if he or she uses the company to achieve a personal goal that is not in alignment with the goals of other shareholders and the company as a whole; if he or she manages the assets of the company as his or her own; if he or she uses the Company to defraud or harm his or her creditors; if he or she causes a decrease in the company’s assets for his or her own benefit or the benefit of third parties or causes the company to enter into obligations although he or she knew or should have known that the company was not or will not be able to meet its obligations.

In the legal matter in which this law firm represented the plaintiff in the court proceedings for damages for lifting the veil – piercing the corporate veil”, in the judgment of the Higher Commercial Court in Banja Luka, file number 60 0 Ps 030404 22 Pž of 14 December, 2022, the judgment of the District Commercial Court in Doboj No. 60 0 Ps 030404 21 Ps of 28 February, 2022, was amended, so that the lawsuit was accepted, obliging the defendants to pay jointly and severally the amount of BAM 3.801,520.49 (EUR 1.943,686.56) for damages and the amount of BAM 45,641.27 (EUR 23,336.01) for the costs of the proceedings to the plaintiff.

If you need advice on the subject of “lifting the veil – piercing the corporate veil” as a company, shareholder, managing director or founder or a lawyer for corporate law for your company or your business idea, then you have come to the right place and can reach our lawyers for corporate law directly by phone (+387 62 342 463), WhatsApp, Viber, e-mail (