The Superintendence of Companies responded to a query regarding the
possibility of approving minutes of a shareholders' meeting to allow the legal representative
to sign contracts that are not included in the certificate of existence and legal representation.
According to said entity, if the certificate of existence and legal representation of a
simplified stock corporation does not provide otherwise, the legal representative may
sign and execute all acts and contracts that make up the corporate purpose or that
are related to the existence and operation of the company.
Therefore, since there is no restriction for the legal representative in the
certificate in question, it would not be necessary to hold a shareholders' meeting to
authorize the signing or execution of an act or contract, provided that it is
included within the corporate purpose or, failing that, is related to
the existence and operation of the company.
Legal representation arises from a legal provision that requires legal entities to
have a representative, acting as an external management body, with
powers and faculties limited or restricted by the bylaws, which implies a
framework of competencies within which it may enter into contracts and from which its
actions directly and effectively generate effects between the third party and the company.
Supersociedades, Concept, 220-159068, 10/26/2021.