Civil Law: Legal Persons, Transactions, Representation, and Limitation Periods
Legal persons and authority
This domain tests how a notary verifies the legal personality and authority of parties to a transaction. A legal person acts through its bodies; the notary checks the charter, registration extract, and the decision appointing the director. Branches and representative offices act only under a properly issued power of attorney. A transaction outside the charter or without required board approval can be challenged.
Transactions and representation
- Notarisation is required where the law says so, for example certain powers of attorney, marriage contracts, wills, and mortgage agreements; the notary also checks that the draft complies with mandatory rules.
- A power of attorney must be in writing; if the underlying transaction requires notarisation, the power of attorney must also be notarised. The document must state the representative, powers, date, and term; expiry ends authority.
- A principal may revoke a power of attorney; the notary should check for revocation where the document is presented.
- Limitation periods: the general period is three years; the notary does not usually decide a limitation defence, but must not certify an act that is plainly contrary to law.
Worked example. A director signs a sale of a building, but the charter requires board approval for transactions above a stated value. The notary reads the charter and asks for the minutes. Without the minutes, the notary refuses: the director's general authority is limited, and the buyer cannot rely on apparent authority against the company where the charter was registered and available.
Traps. Accepting a copy of a power of attorney without checking the original; missing an expiry date; treating a branch manager as automatically authorised; confusing legal capacity with authority; assuming notarisation cures a prohibited transaction.