Procuratie

Procuration constitutes a form of representational authority under Dutch corporate law. The holder of a procuration is authorised to bind the company in entering into contracts and other legal acts, provided such acts fall within the scope of the authority granted. This authority is typically registered in the commercial register of the Chamber of Commerce, thereby enabling third parties to ascertain its existence.

Procuration serves to facilitate the day-to-day conduct of the company’s business without requiring the attendance of all directors on every occasion. In practice, it is frequently granted to members of the management board or senior employees to permit efficient operations. Its scope may be limited to specific acts or be unlimited, depending on the terms of the relevant deed or the articles of association.

In the event of misuse or exceeding the limits of the procuration, the company may under certain circumstances nonetheless be bound, while the holder of the procuration may be held liable.