ПРИЛАГА ЛИ СЕ ПРАВИЛОТО ЧЛ. 40 ЗЗД КЪМ ПРЕДСТАВИТЕЛСТВОТО НА ТЪРГОВСКИ ДРУЖЕСТВА?
DOES ARTICLE 40 OF THE OBLIGATIONS AND CONTRACTS ACT APPLY TO THE CORPORATE REPRESENTATION?

Summary/Abstract: The present paper argues against the applicability of the prohibition on acting to the detriment of the representative in corporate representation for commercial companies. It critisizes the tendency in doctrine and case law to equate the legal personality of a corporation with that of individuals, stemming from an inconsistent application of voluntary representation. The author states that corporate representation is a distinct model for expressing a legal entity's will, differentiating it from the "representational" theory in Article 36, paragraph 2 of the Obligations and Contracts Act. Therefore, applying Article 40 imposes unjust restrictions on the entity's will. Additionally, the paper claims that specific rules address potential conflicts of interest between corporate representatives and the legal entity, thereby rendering the general provision of Article 40 inapplicable.

• Details
• Contents