The provisions of the memorandum of association or the general meeting of the association which limit the powers of the directors, or regulate the manner in which such powers are to be exercised, may not be set up against third parties unless it is proved that such third persons were actually aware of those provisions.
Civil Code
2015 English source edition · Current applicability not established.
This is the 2015 English-language edition attributed in its front matter to the Ministry of Justice. Eri Atlas has not independently verified the translation, later changes, or whether the text is currently in force. Nine passages are incomplete in the available scan and are identified where they occur.
Article 385
3. Memorandum of Association or General Meeting · Preserved transcription; page attribution imported from the source collection. Verify against the original.
They have as their only sanction the responsibility, in relation to the association, of the director or directors who have contravened them.