Managers must organize and manage society, both in its internal and external. On the one hand society manage and otherwise exercise their social representation. They must conform to the pattern of conduct required by law and if they do, may incur.

The directors of the company activity is required to achieve social order, to be performed with diligence and loyalty. The administration is considered proactive, performing the activities necessary to achieve the goals of society. It is given when adopting a passive role or simply complying with the law and statutes. However, can not require administrators to economic success. Only be asked to defend the interests of society with diligence and loyalty. The limits on the ability of administration are the purpose set forth in the articles of association, and social interest. Administrators choose the means, but can not change the object or social interest.
Management understands the powers of government, management and direction of society. He does not understand the fundamental corporate change (that are reserved to the general meeting, such as change of name) or modification of the corporate purpose or the liquidation. Only exception is admitted as the transfer of registered office within the same municipality.

The Representation of the company: society acts with the outside through the administration, however, not all administrators are to be representatives of society (joint case management). And the embroidery, administrators with powers of representation of society, proxies may delegate this function: is the case of CEOs when the administrative body is referee.
Looking to others in good faith and with no negligence, the company is bound by the acts of the administrators, whether or not included in the object as defined by the statutes.

In an upcoming post, see what is required of managers in the performance of duties.


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