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The silence of whoever was asked to ratify is understood as a refusal

Last reviewed: September 12, 2026 — VerifiedPoder Judicial

In short

Article 324 opens with a blunt prohibition: nobody may celebrate a juridical act in another person’s name without being authorised by them, or without holding their legal representation by law. And it continues with the consequence: if a person acts in another’s name without holding their representation, or in excess of the faculties conferred, they are responsible for the damage caused. Note that excess is treated like absence: going beyond a power that did exist leaves you in the same position as having had none. Article 325 then opens the way out, which is ratification. It defines it as the unilateral juridical act by which the apparent represented person supplies the defect of representation, retroactive to the day the act was made with insufficient representation, and it makes clear this does not affect rights acquired by third parties beforehand. It also requires the ratification to meet the same formal requirements as the act being ratified: if that one went in a public deed, so does the ratification. Then comes what almost nobody expects. Interested persons may require the ratification to be effected within a fixed, certain and reasonable term, and must communicate to the right-holder what was done in their name; and the silence of the person so required is understood as a refusal to ratify. That is, the opposite of intuition: staying quiet here means saying no. And in the other direction, the last paragraph sets the trap: there is tacit ratification if the right-holder executes the act promised in their name or takes advantage of it, or performs conclusive acts of unequivocal character.

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What is it?

They are Articles 324 and 325 of the Civil Code of 2020: what someone signing without authority answers for, and how the affected person may confirm or refuse the act.

Who can do it?

Anyone in whose name someone signed without authority, whoever signed, and the third party who relied on that name.

Requirements

Documents you need

Cost

Check the current cost with the official agency.

Step by step

  1. Step 1: Check whether there was authority

    Article 324: nobody may act in another’s name without authorisation or their legal representation.

  2. Step 2: Excess counts like absence

    The same article makes whoever acts without representation or in excess of the faculties liable for the damage.

  3. Step 3: Decide whether ratifying suits you

    Article 325: ratification supplies the defect retroactive to the day the act was made.

  4. Step 4: Ratify in the same form

    The article requires ratification to meet the same formal requirements as the ratified act.

  5. Step 5: If you are required, answer

    The silence of the person required is understood as a refusal. Staying quiet here means saying no.

  6. Step 6: Careful about taking the benefit

    There is tacit ratification if you execute the act promised in your name or take advantage of it.

  7. Step 7: Earlier third parties are safe

    Ratification does not affect rights acquired by third parties before it.

Where to do it

These two articles describe no procedure before any agency. The Code does not say to whom the person who signed without authority owes the damage, nor how it is measured. It does not say who counts as an interested person entitled to require ratification, how that requirement must be delivered, or what makes the term reasonable. It does not say how long the right to ratify lasts if nobody requires it. And it does not say whether the third party who contracted with an unauthorised signer may walk away before ratification arrives. None of those gaps is filled here.

How long it takes

Check the current processing time with the official agency.

What to do if something goes wrong

There are two rules about silence here pointing in opposite directions, and both are worth holding clearly because people usually know only one. The first: if someone formally requires you to ratify what was done in your name, giving you a fixed, certain and reasonable term, your silence is understood as a refusal to ratify. That plays in your favour if you do not want the deal, but it also means letting the term run out is not a way of buying time: it is an answer, and the answer is no. The second points the other way: if you take advantage of the act — you collect, use, deliver, or perform what was promised in your name — Article 325 says there is tacit ratification, even though you never signed anything. You cannot keep the benefit and reject the commitment. For whoever signed without authority, Article 324 does not distinguish between inventing a representation and going beyond one you actually had: both make you responsible for the damage caused. The article does not say to whom you answer, so it is not said here. And for the third party who contracted in good faith, the useful piece is retroactivity: if ratification arrives, the act is taken as good from the day it was made, not from the day it was ratified, except as to rights other third parties may have acquired before. One practical thing people forget: ratification has to take the same form as the act ratified. Ratifying a public deed by word of mouth does not work, because the article demands the same formal requirements. MiPRFácil does not represent anyone in court and gives no legal advice.

Common mistakes

  • Letting the required term lapse thinking you gain time: silence is understood as a refusal.
  • Taking the benefit of the act and then rejecting it: that is tacit ratification.
  • Believing you only answer when there was no power at all: exceeding the faculties counts the same.
  • Ratifying by word an act that required a deed: ratification demands the same form.
  • Thinking ratification counts from when it is signed: it is retroactive to the day of the act.
  • Assuming ratification sweeps away what others acquired before: it does not affect those rights.
  • Requiring ratification without communicating what was done in the holder’s name: the article demands it.
  • Looking in the article for how long the right to ratify lasts if nobody requires it: it does not say.

Frequently asked questions

They asked me to ratify and I did not answer. What happens?

Article 325 says the silence of the person required is understood as a refusal to ratify.

May I keep the benefit and reject the contract?

The same article says there is tacit ratification if the holder takes advantage of the act made in their name.

I signed beyond the power. Am I liable all the same?

Article 324 makes both the unauthorised signer and the one exceeding the faculties liable for the damage.

From when does ratification count?

Retroactive to the day the act was made, without affecting rights third parties acquired earlier.

Official sources

These are the government pages this guide is based on.

Last verified

September 12, 2026

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