SHALL TAKE THE MEASURES REQUIRED TO ENSURE COMPULSORY DISCLOSURE BY COMPANIES OF AT LEAST THE FOLLOWING DOCUMENTS AND PARTICULARS :
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( D ) THE APPOINTMENT, TERMINATION OF OFFICE AND PARTICULARS OF THE PERSONS WHO EITHER AS A BODY CONSTITUTED PURSUANT TO LAW OR AS MEMBERS OF ANY SUCH BODY :
- ARE AUTHORIZED TO REPRESENT THE COMPANY IN DEALINGS WITH THIRD PARTIES AND IN LEGAL PROCEEDINGS;
- TAKE PART IN THE ADMINISTRATION, SUPERVISION OR CONTROL OF THE COMPANY ".
THE SECOND SENTENCE OF ARTICLE 2 ( 1 ) ( D ), THE INTERPRETATION OF WHICH IS SOUGHT, ADDS THAT " IT MUST APPEAR FROM THE DISCLOSURE WHETHER THE PERSONS AUTHORIZED TO REPRESENT THE COMPANY MAY DO SO ALONE OR MUST ACT JOINTLY ".
5 ACCORDING TO THE RULES OF LEGAL CONSTRUCTION, THE EXPRESSION " PERSONS WHO ARE AUTHORIZED TO REPRESENT THE COMPANY " MUST BE UNDERSTOOD AS BEING A GENERIC EXPRESSION, SO THAT THE GRAMMATICAL PLURAL MAY INDICATE, WITHOUT DISTINCTION, THE CASE OF A SINGLE PERSON AND THAT SEVERAL PERSONS AUTHORIZED TO REPRESENT THE COMPANY . THIS PROVISION THEREFORE IMPLIES THAT, IN THE EVENT OF A SINGLE PERSON BEING AUTHORIZED TO REPRESENT THE COMPANY, THE POWER OF REPRESENTATION OF THAT PERSON IS REQUIRED TO BE MADE KNOWN EXPRESSLY .
6 THIS INTERPRETATION IS IN CONFORMITY WITH THE OBJECTIVE OF THE DIRECTIVE, WHICH IS TO GUARANTEE LEGAL CERTAINTY IN DEALINGS BETWEEN COMPANIES AND THIRD PARTIES IN VIEW OF THE INTENSIFICATION OF TRADE BETWEEN MEMBER STATES FOLLOWING THE CREATION OF THE COMMON MARKET . IN VIEW OF THIS FACT, IT IS IMPORTANT THAT ANY PERSON WISHING TO ESTABLISH AND DEVELOP TRADING RELATIONS WITH COMPANIES SITUATED IN OTHER MEMBER STATES SHOULD BE ABLE EASILY TO OBTAIN ESSENTIAL INFORMATION RELATING TO THE CONSTITUTION OF TRADING COMPANIES AND TO THE POWERS OF PERSONS AUTHORIZED TO REPRESENT THEM . IN THE INTEREST OF LEGAL TRANSACTIONS BETWEEN NATIONALS OF DIFFERENT MEMBER STATES, IT IS THEREFORE IMPORTANT THAT ALL THE RELEVANT INFORMATION SHOULD BE EXPRESSLY STATED IN OFFICIAL REGISTERS OR RECORDS, EVEN IF CERTAIN INFORMATION FOLLOWS AUTOMATICALLY FROM NATIONAL LEGISLATION OR MAY APPEAR SELF-EVIDENT . IN FACT, THIRD PARTIES CANNOT BE EXPECTED TO HAVE A FULL KNOWLEDGE OF THE LEGISLATIONS OR CURRENT COMMERCIAL PRACTICES OF OTHER MEMBER STATES . IT THEREFORE APPEARS NECESSARY TO REQUIRE, INSOFAR, AS THE POWER OF REPRESENTATION OF DIRECTORS OF A LIMITED LIABILITY COMPANY IS CONCERNED, THAT AN ENTRY SHOULD APPEAR ON THE COMPANIES REGISTER CONVEYING THIS INFORMATION TO THIRD PARTIES, EVEN IF IT SEEMS POSSIBLE TO DEDUCE THIS INFORMATION, IN THE ABSENCE OF ANY ENTRY ON THE REGISTER, BY LOGICAL REASONING OR REFERENCE TO NATIONAL LAW .
7 THE ANSWER TO THE QUESTION REFERRED SHOULD THEREFORE BE THAT ARTICLE 2 ( 1 ) ( D ), SECOND SENTENCE, OF THE FIRST COUNCIL DIRECTIVE OF 9 MARCH 1968 ON COORDINATION OF COMPANY LAW MUST BE INTERPRETED AS MEANING THAT WHERE THE BODY AUTHORIZED TO REPRESENT A COMPANY MAY CONSIST OF ONE OR OF SEVERAL MEMBERS, DISCLOSURE MUST BE MADE NOT ONLY OF THE