A manager’s notice requesting removal from the Commercial Register

Notice requesting removal from the Commercial Register and the Register of Non-Profit Legal Entities

Under Article 141(5) of the Commerce Act, a manager may request removal of their name from the Commercial Register by giving the company written notice. An attorney or other legal professional may draft the notice to ensure that the procedure is followed correctly. Within one month of receiving the notice, the company must apply to register the manager’s release from office. If it does not, the manager may apply personally, and the change is registered whether or not a successor has been elected.

Article 141(5) governs the internal relations of the company when its governing officer withdraws from the management entrusted to them. Appointment requires both a decision by the company, acting through its decision-making body (the general meeting of members), and the consent of the person elected. Just as the company may revoke its choice, the manager may withdraw consent. For that withdrawal to take effect, however, as in a contract of mandate, the manager must alert the company to the need to take care of its affairs by filling the vacancy. The requirement to serve notice on the company itself and the one-month notice period before the manager’s authority ceases must be understood in that light. The courts have accepted that a notice which can be shown to be present at the company’s office and recorded in its commercial books should take effect as notice of withdrawal. Each member has a duty to participate in management and assist the company’s activities (Article 124). To enable members to discharge this duty, each has the right to keep abreast of company affairs, including by personally inspecting management documents at the company’s office (Article 123).

This article is not a legal opinion or advice on a particular situation or person. The author makes no claim to cover company management exhaustively. For legal assistance in a similar case, consult a commercial lawyer experienced in filings with the Commercial Register and the Register of Non-Profit Legal Entities.