Representacion Legal Conjunta O Individual

28 Νοεμβρίου 2022 Χωρίς κατηγορία

The fact that the power of representation belongs to the Board of Directors means that the Company is bound by the resolutions or resolutions of the Board of Directors adopted in accordance with the statutory procedure, by the agreements to be executed by the person designated in the articles of association or in the rules of procedure of the Board of Directors for their execution and, in the absence of a general designation, the agreement must involve delegation or authorisation to specific persons (e.g. sign the contract agreed by the Council). In these cases, the person who performs the contract is an auxiliary representative, a simple nuncio of a will formed at the head of the company. The Act clarifies (art. 233.2 SCC), that if there is an exclusive director, the power of representation corresponds to him; if there are several common directors, each of them in full; If there are two joint directors, the representative action requires the assistance of both, although it is not necessary for them to be present at the same time; If there are more than two co-directors, “the power of representation is exercised jointly by at least two of them under the conditions provided for in the articles of association” and if there is a board of directors, “the power of representation corresponds to the board itself, acting collegially. However, the statutes may, individually or jointly, delegate the power of representation to one or more members of the Council. SAs and limited liability companies need two legal representatives, usually a chairman and a director. Legal representation can be joint or individual. Those who hold these positions must be Ecuadorians or foreigners with a permanent visa. Therefore, before you start your business, make sure that your team members meet these requirements.

The characteristic of companies with a corporate structure is that the representation of the company by the directors is said to be organic to distinguish it from voluntary representation. The differences between organic representation and legal or voluntary representation are great both in terms of ownership of power (the power of representation and the powers correspond and are exercised by the “organ”, and not by the natural persons who are part of the organ; there are not two wills, that of the representative and that of the represented, and therefore there is no will, “to grant a proxy”, but it results from the appointment to fill the post in the representative body; the directors do not represent the partners, but the legal person; His appointment is the result of a social agreement…) with regard to the limitation thereof by the Customer or the Customer. The Act (Art. 234 LSC) lays down three rules to delimit the scope of the power of representation. The first is that the power of attorney extends to all acts contained in the corporate object defined in the articles of association. The second is that the exception of supremacy (acts that go beyond the corporate purpose of the company) cannot be invoked by the company against third parties who acted in good faith and without serious misconduct, that is to say against third parties who believed that the directors acted within the scope of their powers and who could not have known the truth (that they acted outside the corporate object), by providing the minimum level of care required of a person. Care that does not imply any obligation to control the statutes entered in the register. The third rule is that restrictions on the power of representation contained in the articles of association, including those limiting the powers of the administrative body in favour of the board of directors compared to the legal model which gives directors the power to perform all acts included in the corporate object, cannot be contradicted by third parties. Remember that legal representatives are the legal face of the company and as such assume certain responsibilities, including but not limited to: If you want to set up a business in Ecuador, follow the 9 important steps mentioned and the Biz Latin Hub team can help you with our various services ranging from business creation to legal representation. Second, the attribution of representative authority to management is not an issue if there is only one director or if all the directors represent the corporation individually. However, if the corporation is governed by a board of directors, it must be indicated who represents the company and how. The case law is concerned with STS 27-VII-2007: “In organic representation, it is the entity itself that acts, and it cannot even be said that there is an alienating action, but it is society itself that carries out its actions through the legally and legally established system.

Thus, breaches of contract are in principle attributable to the company as a legal person, of course without liability of the shareholders (Art. 1 LSG).” .

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