ON CERTAIN ISSUES RELATED TO THE CORPORATE REPRESENTATION OF A LIMITED LIABILITY COMPANY
ON CERTAIN ISSUES RELATED TO THE CORPORATE REPRESENTATION OF A LIMITED LIABILITY COMPANY

Summary/Abstract: This article seeks to provide answers to questions concerning the conflicting exercise of procedural rights by two managing directors under different arrangements of their representative authority as stipulated in the company’s articles of association. The need for such an analysis arises from the existence of inconsistent case law on issues related to the procedural representative powers of commercial companies, which led to the initiation of an interpretative case by order of the President of the Supreme Court of Cassation dated 21 June 2024, entered on the docket of the Commercial and Civil Division for the adoption of an interpretative decision. The focus of this scholarly text is placed on two specific questions. The first concerns situations in which managing directors are required to act “jointly and severally,” yet make contradictory procedural declarations on behalf of the company. The second addresses what powers the court should have when the articles of association stipulate that both managing directors act “jointly,” but one undertakes legally relevant actions on behalf of the company against a third party, claiming to do so in order to protect a significant interest of the company, while the other managing director does not consent to such actions. The answers to these questions are of fundamental importance for ensuring legal certainty and the stability of commercial turnover. The absence of uniform judicial practice creates a risk of unpredictability for both companies and third parties dealing with them. Clarifying the limits of representative authority and the court’s powers in cases of conflicting statements between managing directors is essential to guarantee the protection of corporate interests, efficiency in management, and legal clarity in judicial proceedings. The forthcoming interpretative decision of the Supreme Court of Cassation will play a key role in harmonizing judicial practice and promoting predictability in commercial and procedural relations.

• Details
• Contents