Registration in the Commercial Register of the Powers of Representation of the Director of a Public Limited Company

Facts

On June 26, 1964, the director Pierre Dürheim was elected as a member of the Board of Directors of Tusa SA, in Vevey. In requesting the registration of the newly elected member in the Commercial Register, the company specified that Dürheim could represent it alone in his capacity as director. However, the Federal Commercial Register Office refused to authorize this registration and its publication.

Tusa SA appealed this decision of the Federal Office to the Federal Tribunal.

Considerations

The Federal Tribunal considered that the administrative appeal was admissible, as the Federal Office had reconsidered the case on the merits after initially refusing the registration.

According to the Tribunal, the Commercial Register officer must verify whether the legal conditions are met, but his power of examination is limited when it comes to interpreting rules of civil or public law. The officer can only refuse a registration if it manifestly and certainly violates mandatory legal rules.

In this case, the Tribunal considered that the registration of the individual signature of…