Who is authorised to sign?

The legal structure of a company determines who is authorised to sign on its behalf. Such a person acts as a legal representative, with the authority to sign certain documents or perform other legal actions on behalf of the company.
Not sure which legal structure is right for you? Use the tool for choosing a Dutch legal structure

The KVK Commercial Register contains information on who is authorised to sign in a particular company, and whether there are limitations to the authorisation. You can access this information by ordering an extract.

Summary

Generally speaking, the persons authorised to sign are:
  • the owner of a sole proprietorship,
  • the partners in a partnership,
  • the officials of a legal entity,
  • persons with power of attorney.
In case of bankruptcy, the curator is authorised to sign. See who exactly is authorised to sign per legal structure.

Sole proprietorship

  • The owner can sign.

General/commercial partnership (vof)

  • The partners may have full, limited, or no authorisation to sign.
  • The Commercial Register registration may contain limitations, such as: a partner is authorised to sign without involving the other partners up to a certain amount; if the amount is higher, the other partners need to co-sign.

Limited partnership (cv)

  • If there is only one managing partner, they are authorised to sign. This is comparable to the sole proprietorship.
  • If there are several managing partners in the cv, the partners may have full, limited, or no authorisation to sign – just like in a general partnership.

Professional/public partnership (maatschap)

  • The partners are authorised to sign on behalf of the professional partnership, if the other partners have given them power of attorney.
  • The partners may have full, limited, or no authorisation to sign.
  • The Commercial Register registration may contain limitations, such as: a partner is authorised to sign without involving the other partners up to a certain amount; if the amount is higher, the other partners need to co-sign.

Shipping company

  • The members of the shipping company are authorised to sign jointly.
  • The shipping company may appoint an accountant who is authorised to sign on behalf of the shipping company, insofar as it concerns the normal operation of the vessel.

Legal entities, including private and public limited company (bv/nv), foundation, association

  • The board of directors as a whole is authorised to sign.
  • Directors may be authorised jointly or severally (together or separately).
  • The director who is authorised severally may sign.
  • Directors who are authorised jointly must co-sign with one or more other directors. This is laid down in the articles of association (statuten). Articles of association can be ordered at KVK (in Dutch).

There are legal entities according to national and European law. Setting up a legal entity is usually done by a notary or attorney-at-law. 

Dutch legal entities are: 

  • private limited company (bv), 
  • public limited company (nv), 
  • foundation (stichting), 
  • association (vereniging), 
  • cooperative (coöperatie), and 
  • mutual insurance society (onderlinge waarborgmaatschappij). 

Examples of European legal entities are: 

  • the European Economic Interest Grouping (EEIG), 
  • the Societas Europaea (SE), and 
  • the Societas Cooperativa Europaea (SCE). 

Legal entities from other countries may also be registered in the Dutch Commercial Register. Examples are the British Ltd and LLP, the German GmbH, French SA, or an American Delaware Corporation.

Power of attorney

In addition to the owners, partners, or directors, other persons may also have power of attorney. For example, an employee or family member. A power of attorney is a statement to the effect that the appointed person may sign on behalf of the company. 

You can register a person with power of attorney in the Commercial Register. You can give someone full or limited power of attorney for legal actions. This is recorded in the Commercial Register. If you do not register a person with power of attorney in the Commercial Register, the company must provide proof of the power of attorney itself. 

Issuing a power of attorney is an important step. It makes it possible to continue important business processes, even when the persons in charge are absent. For example, if you are travelling or have to go into hospital. This is how you ensure your company’s continuity.

Last updated on 21 April 2021

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