Joint acting of the member of the statutory body and the authorised signatory

The new regulation of the private law brought up many questions, when one of the often discussed topics is the admissibility of the joint acting of the member of the statutory body and the authorised signatory.

Under the old regulation of the private law the joint acting of the member of the statutory body and the authorised signatory was not allowed. Since the new Civil Code and the Business Corporation Act came into force, some people believe that the legal regulation has changed and the joint acting of the member of the statutory body and the authorised signatory is allowed.

The High Court in Prague has recently dealt with this question (decision reference number 14 Cmo 184/2014 or 14 Cmo 576/2014) and the joint acting refused.

The High Court in Prague is the opinion that according to the new regulation of the private law a member of the statutory body acts as the representative of a legal entity sui generis (it is neither legal nor contractual representation). Nevertheless this fact does not mean that the acting of the member of a statutory body is at the same level and freely combined with the acting of a contractual or legal representative of the legal entity. According to the current legal regulation exclusively the member of a statutory body is allowed to act on behalf of the company.

To the admissibility of the joint acting also prevent the limits of the acting of the authorised signatory. The authorisation of the authorised signatory as a contractual representative is limited, while the authorisation to act of the statutory body is unlimited.