Signatories and legal form

A company is always represented by persons who are able to 'sign' on behalf of the company. If the trade register shows that a particular person is authorized to sign on behalf of the company, then you may rely on that information. Besides the registered company, anyone consulting the trade register is protected by the 'third party protection' given by the trade register.
The authority to sign varies according to the legal form of the company and is sometimes limited by that.

Liability for courses of action also varies according to legal form.

The register as 'the truth'

Everyone can rely on the register as reflecting the true situation. You can therefore rely on what is recorded in the trade register concerning someone's authority to sign. Conversely, a registered company cannot argue that 'Whilst it is true that Mrs X is recorded in the trade register as being an authorized signatory, this is not in fact the case'.

Signatory and legal form
Every different legal form of organization has its own rules concerning authority to sign.

Sole proprietor business
In the case of a sole proprietor business, the owner is authorized to sign. This owner may sign all contracts relating to his business. He may not attach any limitations to that authority.

General partnership (VOF)
In the case of a general partnership (Vennootschap onder Firma:VOF) the partners have authority to sign. In principle, each of the partners can sign individually on behalf of the VOF, although limitations can be attached.

Limited partnership (CV)
In the case of a limited partnership (Commanditaire vennootschap CV) the same rules apply as to a VOF. Each managing partner may sign individually. However, limitations on this authority are possible. In the case of a CV, however, there may also be one or more limited partners, also referred to as financial backers. These limited partners do not have their names recorded in the trade register and may therefore not sign on behalf of the CV.

A private company with limited liability (BV) or company limited by shares (NV)
A BV or NV is represented by the board of directors (all the directors together). In principle, any director can sign alone and independently on behalf of the BV or NV, unless thecompany articles contain limitations.

Association, foundation, co-operative or mutual benefit company
In the case of an association, foundation, co-operative and mutual benefit company, the board of management (all the managers together) may sign everything, just as in the case of a BV or NV. One or more managers may also sometimes sign individually, but only if there is clear provision for that in the articles. That fact is then recorded in the trade register.

Persons with a power of attorney
People may be granted a power of attorney in all sorts of organizations. They can be described in different ways, such as an 'attorney-in-fact'. Here, too, there may be limitations to the authority.

Authority to sign in the case of insolvency, suspension of payments or debt rescheduling
In the event of insolvency, suspension of payments or debt rescheduling, authority to sign lies elsewhere. The trade register has a record of who the trustee or administrator is. This trustee or administrator will sign in place of the 'usual' persons with authority to sign.