What is Authorised Signatory?
Updated: 9 March 2026
An authorised signatory is a person who has the legal authority to sign contracts and create binding obligations on behalf of a legal entity, such as a private limited company, foundation, or partnership. Authority derives from statute, the entity's articles of association, or a specific power of attorney. A contract signed by someone without proper authority may be voidable or unenforceable. In the Netherlands, the Trade Register (Handelsregister) of the Chamber of Commerce (KvK) is the public reference for verifying signing authority.
How does authorised signatory work?
A legal entity (such as a Dutch BV or foundation) cannot sign for itself. It acts through natural persons who are authorised to represent it. That authority has three possible sources: statute (the law generally grants the board of directors authority to bind a BV), the articles of association (which may restrict authority, for example by requiring the joint signatures of two directors or setting a financial limit), or a power of attorney (a written document granting a specific individual authority to act on the entity's behalf).
The KvK Trade Register is the public register of who is authorised to represent a business. A Trade Register extract shows the registered directors and holders of procuration (statutory proxy), together with any restrictions on their authority. Third parties dealing in good faith with a registered representative may rely on the register; an organisation cannot later claim that the register entry was incorrect to avoid a contract it no longer wants.
When in doubt about signing authority, follow three steps: check the KvK extract, request the articles of association if authority may be limited therein, and request a power of attorney if the signatory is not themselves a director.
A common scenario: a sales director or operations manager signs a large contract, but their internal authority is limited or they lack a formal power of attorney. The counterparty assumes they are authorised; if a dispute arises later, the company may challenge whether it is bound. This risk is eliminated by verifying signing authority before countersigning.
Why does this matter for SMBs?
A contract signed by someone without authority is legally vulnerable. In the worst case, the legal entity can argue it is not bound, leaving you without enforceable rights. This risk is particularly serious for high-value or long-duration agreements.
Verify the signing authority of the counterparty's representative for every new contract. A KvK extract costs nothing to check online and takes five minutes, and can prevent years of legal dispute.
How to manage this correctly
- 1Request a current KvK Trade Register extract for the counterparty and archive it with the contract
- 2Check whether the extract shows any restrictions; some directors may only sign jointly or up to a financial limit
- 3If the signatory is not a director, request a power of attorney signed by an authorised director
- 4Confirm your own signing authority internally; are you authorised to commit to the contract value?
- 5Include a representation clause in long-term contracts: both parties confirm they are duly authorised to enter into the agreement
Manage all your contract deadlines automatically
Tracking Contracts alerts you well ahead of every notice deadline. No spreadsheets, no missed renewals.
Start free monthRelated terms
Contract Management
Contract management is the systematic process of managing all contracts within an organisation, from…
Contract managementGeneral Terms and Conditions
General terms and conditions (GTC) are standard provisions that one party uses repeatedly across mul…
Contract typesPenalty Clause
A penalty clause (also called a liquidated damages clause) is a contractual provision specifying the…
Clauses & conditions