Abstract

The incidental permission of the possibility for a limited liability company to be represented by its supervisory board and the simultaneous absence of code provisions specifying how the supervisory board is to represent the company in contracts and disputes with a member of its management board cause that companies have to consult the provisions of the articles of association or the supervisory board by-laws. In a situation whereby the articles of association do not specify the principles of company’s representation by the supervisory board, the shareholders may define how the company is to be represented by the supervisory board by adopting the supervisory board by-laws elaborated by the board or to elaborate and adopt the by-laws themselves. Should the shareholders fail to adopt the supervisory board by-laws or the exiting by-laws do not define how the company is to be represented by the supervisory board, the manner of representation should be at all times specified in a resolution.