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In limited companies

Managers may not perform any business activity, on their account or on behalf of others, competing with that of the company.

Competing activities are understood to be any activities which are stated in a company’s corporate purpose, are carried out by a company, or which the members have resolved will be carried out by a company.

Consent by the company is presumed if the activity has been carried out prior to the manager’s appointment, was known by the members holding the majority of the share capital, the manager’s activity is disclosed, the manager continues to perform his duties for more than 90 days after the date of the resolution approving the company’s new activity, which competes with the manager’s prior activity.

A manager who breaches those statutory requirements may be removed from office with just cause and may be required to compensate the company for incurred losses. The statute of limitation of the company’s rights is 90 days as from the moment all members are aware of the activity carried out by the manager or, in any event, within five years as from the start of such activity.

 

Public limited companies

During the term of their offices, the members of the board of directors cannot perform any work either on a permanent or temporary basis, under an employment contract or as independent contractors, in their company or in the companies they hold or are controlled by their company or are part of the same company group, and cannot enter into any contract for the provision of such services after the term of their office as board members.

Unless they are authorized by the General Assembly, the members of the board cannot perform work as employees or independent contractors, or act on behalf or in representation of a company which is a competitor of their company.

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