Problematic issues of civil liability for persons performing bodies’ functions to entrepreneurial company’s participants

The article is focused on unresolved issues of civil liability for persons performing the functions of bodies to participants of an entrepreneurial company. As a result it has been additionally argued that an entrepreneurial company may cause harm to the corporate rights of its participants, including cases of impairment caused by failure to fulfill the assumed obligations due to the fault of a person performing the functions of its body. The author has proved that a company’s participant, whose corporate rights were aggrieved, should be given the opportunity to file a direct claim on compensation of damage from a corporate offense specifically against its perpetrator – a person performing the functions of an entrepreneurial company’s body. Since such a perpetrator, having violated own corporate obligations, is not a direct participant in a specific corporate relationship, whose parties’ rights were aggrieved, but a perpetrator violates the corporate relationship being a third party in relation to it. However, such an official is defined as a subject of corporate liability, since the official has corporate relations with the company at the same time, when the corporate rights of the participants are aggrieved in the process of managing the company. Under such circumstances, it is worth talking about corporate, although very similar to tort liability of a person performing the functions of an entrepreneurial company’s body to its participants, the basis for which is not so much the infliction of damage, but the violation of a corporate obligation by such a person. It has been argued that if the damage is caused by persons performing the functions of the company’s bodies by committing a corporate offense, there is corporate liability for the damage caused by the violation of corporate rights of the company’s participants related to the management of such a legal entity. In case if the damage is caused by persons performing the functions of the company’s bodies beyond any relationship of their corporate obligations’ violation, it is worth talking about a general civil tort that has no relation to the corporate governance sphere, corporate rights, corporate offenses and corresponding corporate liability.