Article 177. Active capacity of a legal person
(1) A legal persons exercises, as of the date of its constitution, its rights and performs its obligations via its director (administrator). A legal person may have one or several directors.
(2) A director is a natural persons or, where the law explicitly so allows, a legal person which, under the law and the instrument of constitution, is appointed to act, in relation with third parties, either individually or collectively, on behalf and for the account of a legal person. A for-profit legal person may have a director which is, in it turn, another legal person.
(3) In relation with third parties, a legal person is bound by the juridical acts of its competent organs, unless such acts exceed the powers that the law confers on them. Any provision of the instrument of constitution or from a resolution of the competent organs of a legal person which limits on the powers of the director of a legal person conferred by law may not be relied on as against third parties, even if publicity (disclosure) formalities have been satisfied.
(4) The registration in the legally provided publicity register of the director or another person who is authorised to represent a legal person shall constitute a bar to any irregularity in their appointment being relied upon as against third parties unless the legal person proves that such third parties had knowledge thereof.
(5) Where a legal person has several directors, each of them may act individually on behalf of and for the account of the legal person, unless where the requirement of any additional consent of another director or of all directors is provided explicitly by law or the instrument of constitution. Such a requirement may be relied upon as against third parties solely if it has been noted in the publicity register where such legal person is registered. In any event, any director has the power to individually receive juridical acts and other notifications.
(6) The legal provisions on representation and mandate apply to the legal relationships between the legal person and the director unless the law or the instrument of constitution provide otherwise.
(7) A legal person must have at least one director. Where a director is not appointed, the members or creditors of the legal person may apply to a court for its appointment. The court appointed director is revoked by the court where the competent organ of the legal person resolved on the appointment of the executive organ. Before the appointment of a director, a legal person is represented by any of its members for the purposes of receipt of juridical acts or other notifications. The member must promptly surrender to the appointed director all juridical acts and other notices received.