Registered attorney

Problem

When a company reaches a certain size, it is impossible for the employer to manage everything alone. He needs trusted collaborators to represent the company. Depending on the needs of the company and the employee's hierarchical level, the employer grants more or less extensive powers of representation to the employee.

Distinction

The commercial agent and the registered attorney have certain similarities. They both have the right to represent the company and to perform certain legal acts on its behalf. In principle, the company is bound by the acts of the registered attorney and the commercial agent. The difference between these two common corporate figures lies in the scope of their powers of representation.

Commercial agent

The commercial agent can only represent the employer in the usual legal acts of the company. A salesman may sell an item of the company's goods but may not, in principle, take out a loan with the bank on behalf of the employer. The employer may, exceptionally, in certain specific situations, give him express authorization.

Registered attorney

The registered attorney has a much broader power of representation. He can perform all acts that are not contrary to the purpose of the company.

However, the powers of the registered attorney are not unlimited. Contracts with suppliers, sale of real estate, loans... Sometimes he/she will have to obtain specific authorization from the employer before carrying out certain legal acts.

Commercial register

In principle, the registered attorney holder must be registered in the commercial register. The employer may indicate certain limitations on the employee's powers of representation.

This public registration may have important consequences, in particular on the fate of the contract if the registered attorney signs a contract that goes beyond his powers.

Removal of powers

When the employer loses confidence in the registered attorney, he or she may be tempted to remove all of the registered attorney’s rights to represent the company. This is particularly the case when the employer discovers that the registered attorney is exceeding his or her authority by a wide margin.

This is a serious unilateral modification of the employment contract. The employee can, under certain conditions, terminate his employment contract immediately for just cause. 

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