Explanation of Article 540
The article authorizes two matters that a person managing the company or handling its funds on behalf of the partners may not undertake without the partners' approval, even if doing so does not harm the company, namely: First: Donating any of the company's assets. Second: Lending any of the company's assets. This is a general principle within the scope of disposition, so these actions are not permissible without the partners' permission, even if the manager believes that they serve an interest; he may not undertake these actions unless authorized to do so, and the manager would thereby exceed his authority; thus, this action would not be binding on them, and they would have the right to seek compensation from him.
Related To
Article 540
The person in charge of the management of the company or the disposition of its assets on behalf of the partners may not gift or lend the company’s assets without authorization.