# The Commercial Registry and Legal Publicity Business I · Business Law · https://tryals.app/learn/business-i/the-commercial-registry-and-legal-publicity ## The Market's Public Memory The **Commercial Registry** is the public ledger of business life, tracking incorporation, statutes, directors, powers, and annual accounts. Its core power stems from **legal publicity**, which splits into two distinct effects. | Effect | Rule | Consequence | |---|---|---| | **Positive** | Registered = presumed known by all | No counterparty can claim ignorance of recorded facts. | | **Negative** | Unregistered = unusable against good faith | The company bears the cost of its own registry silence. | > **Key rule:** Registered means known to everyone; unregistered cannot harm a good-faith third party. ## Registry Principles & Shield Operating relies on five principles: **Legality** (registrars examine documents), **Legitimation** (presumed valid), **Public faith** (third-party reliance), **Priority** (first filed wins), and **Tract** (unbroken chains of inscription). > **Pitfall:** Failing to register director changes leaves you exposed. A supplier contracting with an ex-director in good faith binds your company. Before signing major deals, always pull the registry sheet. It serves as both **shield** (protecting your published facts) and warning when ignored. ## Practice questions 8 of this lesson's 14 practice questions, with answers. The full set is in the app. ### 1. A third party who privately knew about an unregistered revocation of powers can still rely on the registry’s silence. **Answer:** False **Why:** Negative publicity shields **good faith** only. Actual knowledge of the true situation destroys good faith, the registry protects the honestly ignorant, not the strategically blind. Page: https://tryals.app/practice/business-i/the-commercial-registry-and-legal-publicity/a-third-party-who-privately-knew-about-an-unregistered-revocation-of ### 2. Complete the two publicity effects. **Answer:** What is registered is presumed **known** by everyone; what should be registered but is not cannot harm third parties in **good faith**. **Why:** Positive and negative publicity in one sentence, the double engine of registry law. Page: https://tryals.app/practice/business-i/the-commercial-registry-and-legal-publicity/complete-the-two-publicity-effects ### 3. Sort each fact: must it be registered in the Commercial Registry? **Answer:** - Must be registered: Appointment of a new managing director, The company’s annual accounts, A merger with another company, A general power of attorney to a manager - Not registrable: A routine sales contract with a client, The staff holiday calendar **Why:** The registry records the facts third parties need to trust the company — identity, organs, powers, accounts, structure — not its daily commerce. Page: https://tryals.app/practice/business-i/the-commercial-registry-and-legal-publicity/sort-each-fact-must-it-be-registered-in-the-commercial-registry ### 4. Match each registry principle to its meaning. **Answer:** - Legality → The registrar vets documents before inscribing - Legitimation → Registered content presumed valid and exact - Priority → Earlier filings beat later incompatible ones - Public faith → Third parties may rely on the registry’s word **Why:** Filter, presume, order, and protect, four principles that turn a filing cabinet into an institution. Page: https://tryals.app/practice/business-i/the-commercial-registry-and-legal-publicity/match-each-registry-principle-to-its-meaning ### 5. Which consequences flow from _failing_ to register a registrable fact? A. A bad-faith third party who knew the fact gains no protection B. The fact becomes legally void between the parties who agreed it C. The fact cannot be opposed to third parties in good faith D. The company bears the risk created by its own silence **Answer:** A. A bad-faith third party who knew the fact gains no protection; C. The fact cannot be opposed to third parties in good faith; D. The company bears the risk created by its own silence **Why:** Non-registration weakens the fact *externally*, not internally: it still binds those who made it, but the good-faith world may ignore it. Page: https://tryals.app/practice/business-i/the-commercial-registry-and-legal-publicity/which-consequences-flow-from-failing-to-register-a-registrable-fact ### 6. A supplier checks the Commercial Registry, sees Ana listed as administrator, and contracts with her, but the company revoked her powers a month ago without registering it. Who bears the loss? A. The company, since an unregistered fact cannot bind a good-faith buyer B. Ana personally, since she acted without valid authority C. The supplier, who should have requested current documentation from the company D. Neither; the contract is void because the powers had been revoked **Answer:** A. The company, since an unregistered fact cannot bind a good-faith buyer **Why:** Negative publicity puts the cost on the party who could have registered and did not, so the market can trade on the register rather than investigating each counterparty. Making reliance safe is the whole reason a public ledger of corporate life exists. Page: https://tryals.app/practice/business-i/the-commercial-registry-and-legal-publicity/a-supplier-checks-the-commercial-registry-sees-ana-listed-as ### 7. Registered facts bind everyone; unregistered ones fail against a party in good faith. Why does the registry protect the third party rather than the truth? A. Because commerce needs a source that can be relied on B. Because the registry cannot verify facts submitted to it C. Because unregistered facts are presumed to be false D. Because third parties are usually the weaker party in a transaction **Answer:** A. Because commerce needs a source that can be relied on **Why:** Publicity works by putting the loss on the cheapest avoider. That is what makes the register worth consulting: what it says can be acted on without investigating behind it. Page: https://tryals.app/practice/business-i/the-commercial-registry-and-legal-publicity/registered-facts-bind-everyone-unregistered-ones-fail-against-a ### 8. Order the journey of a company fact into full opposability. **Answer:** 1. The board adopts the decision 2. The decision is notarized where required 3. The document is filed with the registry 4. The registrar checks legality and inscribes 5. Publication: the fact is presumed known by all **Why:** Decide, formalize, file, inscribe, publish, only the last step turns a private truth into one the whole market must respect. Page: https://tryals.app/practice/business-i/the-commercial-registry-and-legal-publicity/order-the-journey-of-a-company-fact-into-full-opposability