|
|
Procurator (Manager)
Article 21
- (1)
- A procurator shall be a natural person commissioned and authorized by a merchant to manage its enterprise for compensation. Such authority may be given to more than one person for either a separate or joint exercising of the procuration. The signatures on the procurator's mandate (procuration) shall be notarized and it shall be submitted by the merchant for registration in the commercial register together with a specimen signature of the procurator.
- (2)
- A procurator shall sign by adding his own name to the merchant's trade name and an extension indicating the procuration.
Procurator's Powers
Article 22
- (1)
- A procurator shall be entitled to perform or effect any acts or transactions related to the carrying on of the business activities, to represent the merchant, and to authorize third parties to perform specific acts. He may not authorize third parties with those of his powers which are derived by operation of law.
- (2)
- A procurator may not alienate or encumber any real property of the merchant except when expressly authorized to do so. The authorization may be restricted to the business of a single branch. No other restrictions shall be binding upon third parties.
Relationship Between Merchant and Procurator
Article 23
The relationship between a merchant and a procurator shall be governed by an agreement.
Binding Effect of Authorization upon Third Parties
Article 24
An authorization shall be binding upon third parties only after being registered in the commercial register.
Termination of Authorization
Article 25
- (1)
- An authorization shall be terminated upon withdrawal by the merchant, and the registration of such withdrawal in the commercial register.
- (2)
- An authorization shall not be terminated by virtue of a merchant's death or placing under judicial disability.
Agent
Article 26
- (1)
- An agent shall be a person authorized by a merchant to perform, for compensation, the acts set forth in the mandate. Absent any other instructions, an agent shall be deemed authorized to perform all acts related to the merchant's usual business. The authorization shall be made in writing and the signature shall be notarized.
- (2)
- An agent shall need express authorization to alienate or encumber real property, to accept bills of exchange, to obtain a loan, or to engage in litigation. Any other restrictions on its mandate shall be binding upon a third party only if that party new or ought to have known of such restrictions.
- (3)
- An agent may not transfer its powers to a third party without the merchant's consent.
- (4)
- An agent shall sign by adding its own name to the trade name and an extension indicating the agency.
Relationship Between Merchant and Agent
Article 27
The relationship between a merchant and an agent shall be governed by an agreement.
Termination of the Mandate
Article 28
The authorization of an agent shall be terminated in accordance with the provisions of civil law.
Restrictions and Liability
Article 29
- (1)
- A procurator or agent may not, without the merchant's consent, effect commercial transactions either on their own behalf or on the behalf of a third party within the framework of their authorization. Consent shall be deemed given if at the time of authorization the merchant knew of the carrying on of such activities and their termination was not agreed upon expressly.
- (2)
- In case of a breach of the obligations set forth in the preceding paragraph the merchant shall be entitled to seek damages or to state that the transactions effected by the authorized persons have been effected on its behalf. The statement shall be made in writing not later than one month of its becoming aware of the transaction, but not later than one year of the effecting of the transaction, and shall be addressed to the procurator or agent and to the third party.
- (3)
- Actions pursuant to paragraph 2 shall expire by limitation after five years from the date the transaction was effected.
Shop Assistant
Article 30
- (1)
- The relationship between a merchant and its assistant shall be governed by a contract.
- (2)
- A shop assistant may not effect transactions on the merchant's behalf. When working in a generally accessible sales area, a shop assistant shall be deemed authorized to effect the transactions which are usually effected in such an area.
Restrictions
Article 31
A shop assistant may not engage in any commercial activity independently or on the behalf of third parties in competition with his employer, except with the latter's express consent.
|
|
