Vertegenwoordigingsbevoegdheid
Power of representation
The authority of a person or body to represent a legal entity in legal acts and to bind it thereby.
The power of representation is the authority conferred on a director, a holder of procuration or another corporate body to perform legal acts on behalf of a legal entity. This authority arises from statute, the articles of association or a power of attorney and enables the legal entity to engage in legal transactions.
It is relevant because third parties must be able to rely on the apparent authority in order to safeguard legal certainty. The power of representation is frequently recorded in the Commercial Register to avoid misunderstandings.
In practice, the authority may be joint, requiring multiple persons to sign together. Exceeding the authority may give rise to personal liability on the part of the representative or to binding effect on the basis of apparent authority.
“Prior to the transfer, the notary verified the director’s authority to represent the company in the Commercial Register.”
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