In dit hoofdstuk :
Third party protection
Protection to those consulting the register
If it can be proved at a later date that the original registration was not correct, the company or legal entity whose registration was not made correctly or in time must bear the consequences of this. For example, this company might be bound by a contract signed on behalf of the company by a manager who has been dismissed. The third party protection applies from the date a fact is registered in the trade register, but not to any earlier date.
Protection to the registered company
Conversely the company itself is protected 'against a third party'. Suppose, for example, that a company has registered the fact that Mr X holds the power of attorney and may represent the company in transactions up to 5,000 EUR. If you subsequently enter into a contract to the value of 10,000 EUR with Mr X who claims to be acting on the company's behalf, the company is not bound by the contract. The company's defence will be to say 'you should have consulted the trade register'. You can then only seek redress against Mr X personally; furthermore, he must have knowingly exceeded his authority, if he is to be held liable.
Keeping registration up-to-date
Every registered company or legal entity is obliged to lodge any amendments to the registration with the Chamber of Commerce. An accurate registration is not simply an arbitrary administrative task: registration in the trade register is intended to allow business dealings to be performed smoothly. That is why the register is made available to the public.
Limitations to the protection
The third party protection does have a few limitations:
- It only applies to people acting in good faith: in other words, to people who did not, or could not, have been expected to know otherwise. If you knew that the registration in the trade register was incorrect, you may not appeal later simply because the situation as stated in the trade register is more advantageous to you.
- The protection does not apply to all information. For example, the address, number of persons in employment or the company description are excluded from the third party protection. For example, if an address in the trade register is wrong, no claim can be made against the company.
