Bekrachtigingsverklaring
Declaration of Ratification
A ratification declaration is an express or implied confirmation by which a principal renders valid a legal act performed without valid authority.
A ratification statement is governed by Article 3:69 of the Dutch Civil Code and serves to ratify a legal act performed by an unauthorised representative. Upon ratification, the legal act becomes valid with retroactive effect, enabling the counterparty to rely on it.
Ratification may be effected either in writing or orally and is relevant in situations where a representative has exceeded their authority or lacked a power of attorney. In practice, a written statement is often used to avoid evidentiary disputes and to promote legal certainty.
Without ratification, the legal act remains invalid vis-à-vis the principal, which may give rise to liability on the part of the unauthorised representative.
“The company has issued a ratification declaration by email to validate the agreement concluded by the employee.”
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