Authorised signatory

Definition

An authorised signatory is someone whose signature legally binds the entity, deriving from statutory power, the trade-register registration, or a power of attorney (volmacht). Signing without proper authority can leave the contract unenforceable against the entity unless it is later ratified. Counterparties commonly verify authority via the Chamber of Commerce extract before signing.

Example

A junior manager signs a supply contract, but as only the board director holds signing authority above €50,000, the supplier confirms authority before delivery.

Why this is a business risk

A contract signed by someone without proper authority may be unenforceable against the organisation, leaving both parties exposed. If the unauthorised signature is only discovered in a dispute, the cost of challenging enforceability often exceeds the value of the contract itself. Counterparties that skip authority checks open themselves to the risk that the entity later denies being bound.

How to manage it

• Before signing, request and check the counterparty's Chamber of Commerce extract to confirm who holds signing authority and any limits that apply.
• If the signer acts under a power of attorney, obtain a copy of the volmacht and verify its scope and validity.
• For high-value contracts, include a representation by each party that the signing individual is duly authorised.
• Keep the signing details and any authority evidence in the same file as the signed contract so it is available if enforceability is ever questioned.

Legal references

• BW 3:60 Dutch Civil Code: power of attorney (volmacht) Dutch law

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.