Article 564 — Wrongful Trading

1/ Whenever a subsidiary company, which has been managed according to instructions issued by its parent even in the interest of the group, has no reasonable prospect, by means of its own resources, of avoiding dissolution or winding-up, the parent company shall without delay effect a fundamental restructuring of the subsidiary or initiate its winding-up procedure. 2/ If the parent company acts in contravention of Sub- Article (1) of this Article, it shall be held liable for any unpaid debts of the subsidiary incurred after the said crisis point. 3/ If the parent company has managed the subsidiary to the detriment of the subsidiary and in violation of the interest of the group, it shall be held liable for any unpaid debts of the subsidiary which are the consequences of the harmful instructions. 4/ The right to claim compensation provided for in Sub- Article 5 (2) and (3) of this Article can be invoked only by the liquidator or trustee of the subsidiary. The liquidator or trustee, as the case may be, is obliged to exercise such claim if creditors holding not less than 10 % of the debts of the subsidiary request that.