ADMINSTRATION OF COMPANY
The company is administered and represented by one or more administrators.
If not otherwise stipulated in the articles of incorporation, all partners or the sole partner may proceed collectively with the acts of administration and representation of the company (statutory administration).
Each partner, separately, may proceed with urgent acts of administration, which, if omitted, could cause serious damage to the company, provided that the remaining partners are notified in this regard.
The administrator shall be liable to the company for violations of the present law, of the Articles and of the decisions made by the partners as well as for wrongful acts within the scope of his/her administration duties.
The administrator shall be released from said liability for acts or omissions that are based on lawful decisions made by the partners or pertain to reasonable business decisions made in good faith, on the basis of sufficient information and exclusively for the purpose of serving the company’s interests.
If more than one administrators acted in joint, they shall be liable in solido.
Partners are the only ones responsible for passing resolutions on:
- Modifications to the Articles, including the articles that pertain to share capital increase or reduction, unless the present law or the Articles stipulate that certain modifications or acts for share capital increase or reduction are to be effected by the administrator alone;
- The appointment or revocation of the administrator, subject to section 60;
- The approval of the annual financial statements, the appropriation of profits, the appointment of an auditor and the administrator’s release from liability;
- The exclusion of a partner;
- The dissolution of the company or the extension of duration thereof;
- The conversion and merger of the company.