Civil, Contractual and Property Law
This domain tests whether the first head can determine if a contract binds the company, who can sign it, and what happens when the other side fails to perform.
Transactions and powers
The Civil Code distinguishes void and voidable transactions; a deal outside the charter or the signatory's authority may be invalidated. A power of attorney stating no term is valid for one year and in any event no more than three years. The first head signs under the charter; a deputy needs a duly issued power of attorney. Contracts need agreed essential terms - subject, price, term where required.
Performance and security
Protection tools include penalty, damages, pledge, surety, deposit and retention. For entrepreneurs a pre-trial claim is often a condition of going to court where the contract or law provides for it. Assignment and novation change the parties, not the underlying obligation.
Property
Ownership and derivative rights (economic management, operational management) are protected; rights to immovable property arise upon state registration, not upon signing. A building lease of one year or more requires registration.
Limitation
The general limitation period is three years (Civil Code Art. 178). Acknowledgment of the debt interrupts the period; expiry is a defence the defendant must raise, not an automatic loss of the claim.
Worked example
Goods were delivered in March 2022 and not paid. The claim is filed in June 2025. The three-year period ran to March 2025 - but the debtor's signed reconciliation act in 2024 interrupted it and restarted the clock. Result: the claim is timely.
Traps
Relying on an unregistered lease; missing the limitation period; assuming verbal agreements bind; signing without documentary authority.