In the legal system, these restrictions are established in the articles of association of the company, usually by a paragraph in which the functions of the legal representative appear, and therefore from now on they will appear publicly in the room and commercial certificate of your company, so that everyone can check what are the powers of the legal representative and, therefore, you can NOT claim your ignorance. This means that if your agent sells or hires without authorization because he has not been authorized, this process not only does not bind his company, but also involves the personal responsibility of the representative, and he must react, for example, jointly and severally or in the obligation to search for oil. Until the assistant has acted as a substitute for the client, the R.L. Alternate is not considered the director of the company and, as such, has no duties, responsibilities or rights that the articles of association or the law determine what the client has. A commercial company may stipulate in its articles the number of the deputy legal representative, for which it must take into account certain questions as to when it may arise, as required by law. 👆🏻 Now that you know who the legal representative is, remember that this person . sign agreements, hire employees, buy a house, be co-debtors of other people`s obligations and even decide on the actions of the company, in order to avoid conflicts, there must be a restriction, in the legal system these restrictions are set out in the articles of association of the company, usually by a paragraph in which appear the functions of the legal representative, In this way, anyone can check what his duties are, If an agent sells or enters into contracts without being authorized to do so, or has not been authorized, this process not only does not bind his company, but also involves the personal responsibility of the representative, and he must act jointly and severally or in obligation. You cannot claim your ignorance because the protocol is signed before a notary. The legal representative is the executor of the will entrusted to him by the company and those he executes by virtue of his autonomy, decisions that can have negative consequences for the company and for third parties, for which he must finally react. Have you ever wondered about the importance of the legal representative in a company, his responsibilities, but also about his scope? This column is undoubtedly an invitation to learn much more about this subject, its risks and limitations. Those who act as the legal representative of a company take certain risks because of their responsibility for the decisions they do or do not make, as the act and omission can give rise to liability.
It is not usual for a manager to be condemned jointly and severally, but the rule is and is a matter of proving the manager`s liability for the damage caused, which is not so difficult due to the aforementioned legal presumption. Some companies need to put systems and programs in place to prevent cross-border bribery. However, such obligated and non-obligated entities may also pose risks related to other criminal offences, either against the undertaking or, within the framework of the company, against third parties; For example, the environment, customs, brands, sexual harassment, among others. The compliance program should be as comprehensive as possible and tailored to each business or company. Many companies take this logic ad absurdum and impose restrictions that make it impossible for the business to operate. If you prevent the legal representative from signing contracts or set a limit that is too low in the transactions you wish to carry out, the approval of the minutes of the general meeting is required before you can sign a document. However, there is no theoretical limit, so it always depends on the specific case of the business you manage. Criminal law is increasingly active in the corporate sector, criminal liability in the minds of legal representatives and company executives makes these positions at high risk. The best way to mitigate this criminal risk is to use comprehensive compliance programs.