Representation of a Company on the Basis of the Limited Liability Companies Act

On the basis of the Limited Liability Companies Act, the board of directors has the right to represent the company. An individual member of the board of directors may not represent the company without a separate authorization or a separate right of representation. The board of directors constitutes a quorum when more than half of its members are present at a meeting, unless a larger number has been agreed in the articles of association [1.4.2.1 Contents of the Articles of Association].

The managing director has the right to represent the company in a matter belonging to his/her sphere of duties. [1.6.2.3 Duties of the Managing Director] A further restriction to the competence of representation is that the legal act shall be a part of the company’s day-to-day business. The managing director may undertake unusual or extensive measures, taking into consideration the extent and quality of the activities of the company, only in case the board of directors has authorized him/her to do so or it is not possible to wait for the decision of the board of directors without causing considerable harm to the company’s business. In the last-mentioned situation the measures shall be notified to the board of directors without delay.

The managing director of the company and the personnel have also always the competence to represent the company in matters commonly included in their job descriptions. In this case, representation is exercised on the basis of one's position (implied authority) [1.5.6 General Provisions Concerning the Authorization]. A member of the board of directors, a deputy member, the managing director and a person, who has the right to represent the company, also have the legal capacity to receive summons and other notices on their own on behalf of the company.