Members may, in the articles of association, or in a separate document or, where applicable, during the general organization meeting, grant powers to one or more company managers, depending on the case, to make commitments on behalf of a formed company, but not yet registered with the registry of commerce and securities. Provided that such commitments are defined and their scope specified power of attorney, the registration with the company in the registry of commerce and securities is ratification by the company of such undertakings.
Acts exceeding the powers conferred to them in such power of attorney, or unrelated to them may be ratified by the company provided they have been approved by the ordinary general meeting under the conditions outlined in this uniform Act for each form of the company unless otherwise provided for in the articles of association. The partners who have carried out such acts and undertakings shall not vote and their votes shall not be taken into account in the calculation of quorum and majority.
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