Binding Effect of Measures by a Representative

The company is not bound as a rule to such actions taken by the representative that are against the Limited Liability Companies Act or against the articles of association.

The legal act undertaken by the representative does not bind the company in case:

• the representative has acted contrary to the restriction on competence stipulated in the Limited Liability Companies Act (inter alia, the company’s field of activity determined in the articles of association restricts the competence of the representative);

• the representative has represented the company in breach of the restriction entered in the Trade Register; or

• the representative has exceeded his/her competence and the person towards whom the legal act was directed knew or should have known that. Sufficient proof of the fact that such person knew or should have known that the holder of procuration exceeded his/her competence cannot be derived solely from the fact that the restriction has been registered.