The question of this session concerns authority of the persons willing to sign a Licence Agreement allowing the use of German manufacterer's trademark between a Belarusian licensor and a German one
The question concerned persons authorized to sign a license agreement between a German company and a Belarusian enterprise, intending to register in the Republic of Belarus a license agreement for the right to use a trademark of a German manufacturer in our county
The Belarusian side was represented by the deputy director.
The German side was represented by procurists.
Answer: In general, on behalf of the Belarusian licensee company, the contract can be signed by an authorized person, that is, a person who has the right to sign the contract. On behalf of a legal entity, this right is primarily granted to its head. As a rule, the head of the enterprise acts on the basis of the Charter. In case of his absence, another person may also perform his functions. To do this, he must act on behalf of a legal entity on the basis of a letter of delegation. If the contract is signed by a deputy, it is necessary to indicate his position, surname, first name, patronymic, as well as the name of the document (in the case of a letter of delegation, you also need to specify its number and date), which gives the right to sign the contract, in the preamble of the contract. A certified copy of the letter of delegation is attached to the license agreement.
For the German licensor, procurists are allowed to be signatories. A procuratory is a letter of delegation to a person who is not a legal representative of the company (for example, its director).
The main aspect that should be taken into consideration is making an entry about the procuratory in the State Commercial Register. Principle of reliability implies the completeness and reliability of the information entered in the Commercial Register. Thus, it is possible at any time to check whether we are talking about a legitimate representative of the company ready to sign the contract. According to German law, a procurist has the right to perform all judicial and extrajudicial actions in the context of a specific company's activity, for example: to conclude loan agreements, conclude and terminate employment contracts, sell or acquire participation in companies, make donations, open branches, give instructions to consultants, carry out orders, issue a letter of delegation.
However, there are limitations.
A procurist has no right to acquire or encumber real estate objects, unless it is expressly provided for in the procuratory (and thus not included in the Commercial Register). There are also no powers for actions aimed at the key activities of the company, for example, the procurist does not have the right to change the name of the company, file an application for the opening of bankruptcy proceedings or terminate the company's activities.
The procuratory may be issued with the right of sole representation of the company, however, a joint representation option is also possible – a procurist will be entitled to act (for example, sign contracts on behalf of the company) only jointly with another procurist or with one of the directors of the company. A certified extract from the Commercial Register must be submitted to the license agreement.
