Actio pro socio definition
Actio pro socio means the right of each shareholder to demand a fulfilment of obligations towards the company from their fellow partn- ers and - if necessary - to pursue their claims through a judicial process. This minority right enables the sole shareholder to assertion of internal prerogatives whenever he cannot assert the claim independently due to insufficient management or authorization rights. The “actio pro socio”, therefore, is only applicable to so-called “social entitlements”, meaning company claims against each shareholder, with indirect or direct basis within the partnership agreement. The most relevant examples for such claims are all rights to payment of amounts due or compensation for damages due to the violation of contractual obligations or of management duties. Conversely, an “ac- tio pro socio” can generally not be applied to assertion of claims against third parties, as in such cases, legal and contractual manage- ment and representation authorization take precedence over the interest in legal enforcement of company claims. In exceptional cases,