While managing a company’s business, the administrator has specific obligations under the law, e.g., respecting the limits of the empowerment, avoiding conflicts of interest, acting with competence and diligence, and other such commitments.
No provision of the articles of incorporation, other act of the legal person, or contract with the administrator may provide:
Limitation or exclusion of the obligations provided by the law of the administrator;
- Limitation or anticipated exclusion of the liability that the administrator bears towards the legal person.
Recommendation: provided that sufficient information is offered on the case and that the rules on conflict of interest are complied with, the body competent to appoint the administrator or other competent body according to the articles of incorporation (e.g., general meeting, company council) may still decide, on a case-by-case basis.:
- to approve derogations from the obligations incumbent on the administrator towards the legal person;
- to release the administrator from liability, to conclude a transaction contract, or to waive the action for the violations of the obligations towards the legal person committed by the administrator.
The Civil Code can be accessed at the following link (art. 192).
