Binding the company to third parties
The company is bound by the actions undertaken by its management, on behalf of the company, within the limits provided for by law, considering of any limitations imposed by the company’s corporate purpose, provided in the articles of association or arising from a shareholders’ resolution.
Nevertheless, it must be noted that third party rights can be contested in circumstances of limitations to powers resulting from the company object if the company proves that the third party was aware of or could not ignore, taking into consideration the case´s circumstances, the fact that the implemented act contravened the company´s object and provided that the company had not decided to implement said act by express or tacit resolution of the members.
To that end, the fact that the company object is contained in the memorandum of association and this has been published is not sufficient to prove that the third party knew, or could not ignore, that the act did not abide by the company object.
Managers bind the company through written documents which are signed expressly on behalf of the company.
