Representation of a Company on the Basis of the Article of Association

It may be provided in the articles of association [Contents of the Articles of Association]⁠ that a member of the board of directors or the managing director has the right to represent the company. Then the right to represent the company is based on the position. It may also be provided that the board of directors may grant a member of the board of directors, the managing director or some other designated person the right to represent the company. Then the right to represent the company is personal. The board may revoke this right at any time whether it has been given to a member, the managing director or other person based on the articles of association.

The right to represent the company may be restricted so that two or more persons have this right only when acting together. Moreover, a provision in the articles of association on the field of operation of the company shall constitute a restriction of the authority of a representative.These are the only restriction of the right that may be entered in the Trade Register.

Other restrictions are possible to include in the inter-company orders and instructions. One cannot invoke these restrictions against a third party who has not known and should not have known (bona fide) about the restrictions not registered in the Trade Register.