Finally, it is recommended that the company have a good corporate governance program or scheme that promotes a culture of ethics and compliance in order to achieve more efficient and transparent management, thereby reducing disputes against agents that significantly affect its assets and do not immediately repair the damage caused. Thus, they can perform all actions related to the commercial activity of the company, except for the expressly imposed restrictions. The opposite happens with representatives who are not part of the company, can only execute those who have been categorically assigned to them and their functions are regulated by the Federal Code of Citizenship (CCF). The shares of the representative bodies of the company are allocated to the company. The administrative bodies (representatives) of the company are liable to the shareholders for the non-performance of their duties and obligations. There will also be cases where the partners will be held liable for the breach of this order and obligations towards the company towards third parties. The legal representatives of commercial companies are the members of the company`s administrative body, who in principle have the power to perform all actions necessary for the achievement of the company`s purpose, with the exception of the limitations provided for by law and in the articles of association or in the articles of association. First of all, there is the question of the nature of these powers, which constitute the content of the representation and at the same time constitute the essence of the mandate entrusted to the representative, on which the legal validity and effectiveness of the representation depend; the powers which are the subject of the powers of the representative and the validity of the acts performed by the representative to bind the person represented or validly attribute to him the consequences arising from the exercise of the representation. Thus, the act or operation of representation and, in particular, its legal validity and effectiveness raise a number of questions relating to its grant, as well as to the powers of the represented person and the legal capacity of the representative to exercise the powers conferred on him.
Legal persons are legal persons composed of natural persons or other legal persons (again, natural persons). Legal persons have their own nationality, faith or social reasons, domicile and assets and are independent of those of the persons they join. Legal persons as legal persons have rights and obligations. If you were wondering how many legal representatives a company can have in Mexico? The answer is that they can be more than one. When setting up a company, it is advisable to determine before a notary who or who will be the representatives and to define what their powers will be to make decisions on behalf of the company. It is also convenient to know what the duties of a legal representative are in a company in order to benefit from the expertise that this representative can offer your company. The foregoing leads us, with regard to representation, to consider the very content of the latter figure and allows us to distinguish between representation, mandate and powers of the representative in order to explain the distinction between representation, power and mandate. Economic representation shall be limited ex lege to the purposes for which the legal person called a company was created. The powers and responsibilities of their representatives are limited by the nature and the purpose or purpose taken into account by the partners in forming this association of efforts to achieve the corporate object or object pursued by the partners, in accordance with the nature and legal characteristics that led to the creation of the legal person. At this stage, we are dealing with the appropriate exercise by the representative of the powers conferred on him by the represented.
Where, in order to perform a legal act or transaction or to intervene in administrative or judicial proceedings, a person claiming to represent a legal person is required to prove that status, he must produce the act or act in which he is represented by the legal person. In addition, depending on the case, the power of attorney authorizing the person to act on behalf of the company or the mandate contract with the formalities prescribed by law may be presented. As explained above, legal representation may be composed of both natural and legal persons, and in any case the legal representative acts on behalf of his representative, so that he obliges him, as long as he does not exceed the parameters and conditions of the delegation entrusted to him. This type of representative is not subject to directors` liability actions, but if he exceeds the delegated powers, he must compensate the damages caused to the Company and the third party with whom he has entered into a contract, and cannot compensate the damages with the benefits he has obtained for the Company for any other reason. in accordance with Articles 2565, 2567 and 2568 of the SPC. Today, the right legal representative can make all the difference in the global expansion of your business. As in many other Latin American countries, you must appoint a legal representative in Mexico when setting up your business. Research and communicate with reliable, credible and reputable professionals. Regardless of the types of businesses you can set up in Chile and their main characteristics, all businesses must take legal responsibility.
Any company, foreign or private, wishing to start operations in Chile must have at least one legal representative registered with the Internal Revenue Service. In other words, the power of attorney or « authorization », as it is usually called, is of a different nature, depending on whether it is the appointment to the representative or agent for administrative acts or the conversion of the property or facts of the represented person. In this case, the functions of the legal representative are before the SII: many companies take this logic ad absurdum and impose restrictions that make the operation of the company impossible. If you prevent the legal representative from signing contracts or set a limit that is too low in the transactions you wish to carry out, the approval of the minutes of the general meeting is required before you can sign a document. However, there is no theoretical limit, so it always depends on the specific case of the business you manage.