ZASTUPANJE I VOĐENJE POSLOVA DRUŠTVA S OGRANIČENOM ODGOVORNOŠĆU
LEGAL REPRESENTATION AND MANAGMENT OF LIMITED LIABILITY COMPANIES

Summary/Abstract: In compliance with the adopted European legal standards, the Company Act regulates all legal institutes concerning formation, organisational structure, dissolution and statutory conversion of limited liability company. Accordingly, the same law governs the rules of representation and business management of limited companies. It regulates the standards of representation and management of limited companies, which cannot be annulled by proscribing different standards in the memorandum and articles of association of the limited liability company. According to the Company Act, the founders of limited companies regulate the business’s overall operation through the memorandum and articles of association. In this way company founders, including founders of limited liability companies, de facto, set up a legal framework for representation and business management of the business entity. Although there is a terminological difference between representation and management, in practice both are under the authority of the same person. This paper deals with the terms of company representation and management, with special regard to limited liability companies. The paper highlights the particularities of company representation pursuant to law and those regarding company representation by power of attorney. Special attention is given to all four forms of representation by authorisation/power of attorney: power of attorney by employment, commercial power of attorney, the commercial traveller's power of attorney and procuration.

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