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persons authorized to represent the company, determine the means of
representation and, if it wishes to do so, delegate representative powers.
Nevertheless, at any time, at least one member of the board of directors is
required to continue to bear representative powers.
The TCC abandoned the
ultra vires
principle. Accordingly, any
transaction, including those which fall out of the scope of the field of
activities of the company, executed by the signatories of the company will
in principle be binding and exercisable upon the company.
The appointment and dismissal of signatories is among the non-
transferable and inalienable duties and powers of the board of directors.
Nevertheless, when assessing this requirement, it is important to determine
the scope of this non-transferable and inalienable power. It is disputed
whether signatories, other than the top management, also fall within
the scope of persons the appointment and dismissal of whom cannot
be delegated by the board of directors. This requirement, the scope of
which shall be determined by scholars and by the jurisprudence, may be
construed in a strict manner for practical reasons.