The board of directors or the ordinary general meeting, may adopt a resolution to institute legal proceedings against any member of the board of directors who is considered responsible for the damage sustained by the company, pursuant to the provisions of Article 206 of this Law. However, if the company is under liquidation, the liquidator of the company shall be entitled to institute the legal proceedings. Any shareholder may propose commencement of legal proceedings against the members of the board of directors. If his/her proposal is not adopted by the ordinary general meeting, he/she shall be entitled to institute the legal proceedings on behalf of the company. If a judgement is passed in his/her favour, he/she shall be entitled to claim from the company the payment of all the expenses incurred by him/her. In all circumstances, a claim of liability shall be prescribed after the lapse of five (5) years of the date of the board of directors’ meeting.
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