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Entry of manager and procurator

A notarized power of attorney is not required for the entry of a manager of an Ltd. in the Commercial Register, as is the case with the procurator, but only an entry in the partnership agreement or in another deed with notarization.

Powers of the manager and the procurator

The procurator is like an ordinary employee of the merchant, a commercial representative who only performs what he is authorized to do and always and only for a fee. The procurator signs by adding his name to the company and an addendum indicating the procurator.

The manager is a body/legal representative of the trader who directly participates in the management/general meetings and has the right to an advisory vote/if he is not a partner

The managers of companies employed by a management contract may have identical, fewer or more powers than those of the procurator, because they are written into the contract. However, there are a number of statutory powers of the manager that give him the upper hand:

• The manager of the company participates in the meetings of the general meeting with an advisory vote, if he is not a partner;

• convenes a general meeting at least once a year;

• organizes and directs the activities of the company in accordance with the law and the decisions of the general meeting;

• The manager is responsible for the regular keeping of the company's books;

• The manager and controller are financially responsible for damages caused to the company;

The procurator:

• cannot authorize others with their legal rights;

• has no right to alienate and encumber real estate of the trader unless he is specifically authorized;

• to carry out any actions by which the individual marks of the merchant are changed;

• He cannot make a decision to delete from the commercial register - a sole trader, since this is not a commercial activity, but its destruction;

• It cannot decide to initiate bankruptcy proceedings. It only needs to notify the merchant of its insolvency. Its powers extend only to the current implementation of the commercial activity.

Without the consent of the company, the manager has no right to:

• to carry out commercial transactions on his own or on behalf of others;

• to participate in collective and limited partnerships and in limited liability companies;

• to hold a position in the management bodies of other companies

The procurator does not have representative authority for actions that are not related to the exercise of a commercial occupation / transactions carried out systematically, permanently and mainly for the purpose of profit, a source of permanent income./



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