The representative authority of the managing directors of a B.V.
With regard to the representation of a B.V. vis-à-vis third parties, the main rule is that the management board represents the company. The authority to represent the company shall also vest in each managing director, unless the articles of association stipulate otherwise.
The articles of association often stipulate that two managing directors acting jointly are authorized to represent the company. In that case, acts of representation, such as the signing of documents on behalf of the B.V., can be performed by two managing directors, provided that they do so jointly.
If the signatures of two managing directors are required to duly represent the company, this may limit the speed and efficiency with which action is taken. It may therefore be preferred in certain circumstances to grant a power of attorney to one or more of the managing directors, as a result of which these managing director(s) can act individually as a representative of the B.V. without the cooperation of a second managing director being required.
In such a case, it is possible for the company to grant a continuous power of attorney to one or more managing directors. In granting this power of attorney, the company will be represented by two managing directors acting jointly.
This may be a general (unlimited) power of attorney or a limited power of attorney (although the latter is not undisputed). In such a case, the managing director acts as an attorney-in-fact and not in his or her capacity as a managing director, which means that the restrictions in the articles of association that apply to the representation by a managing director do not apply.
The managing director's power of representation should not be disconnected from his function. It follows that a managing director may not issue a continuous power of attorney to a fellow management board member to act on his behalf, as a result of which the fellow managing director would be allowed to act individually and circumvent the restriction in the articles of association that a managing director can only represent the B.V. together with another managing director.
Therefore, if it is desirable that managing directors who, according to the company's articles of association, are jointly authorized to represent the B.V., should be given a permanent power of attorney, the company will have to grant a power of attorney to the managing directors. Insofar as the actions of the attorney-in-fact / managing director fall within the scope of the power of attorney, this attorney-in-fact/managing director is solely authorized to represent the company.
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