A surprising number of cross-border transactions stall not on the commercial terms but on a simpler question: can the person signing actually bind the company, and can they prove it to a notary in another country. Authority is one of those matters that seems trivial until it is not, and the not tends to arrive at completion, when a Dutch or Spanish notary declines to proceed because the powers presented are insufficient, out of date or improperly legalized.
Who can bind a company
Every company has rules about who may commit it: which directors, acting alone or jointly, and up to what limits. Those rules live in the constitution and, in many countries, in a public register. A counterparty is entitled to rely on the register, but a person purporting to act for a company must actually hold the authority they claim, and a signature by someone without it may not bind the company at all. The first question in any transaction is therefore not what is being signed but who is entitled to sign it.
Dutch law sets the default in four short paragraphs. Under article 2:240 of the Dutch Civil Code, mirrored word for word by article 2:130 for the NV, the management board represents the company so far as the law does not provide otherwise, and the power of representation also vests in each individual director. The articles of association may depart from that in two ways only: by providing that the power vests in one or more named directors rather than in all of them, or that a director may represent the company only with the cooperation of one or more others, which is the familiar two-signature clause. A fourth paragraph allows the articles to confer representation on persons who are not directors at all. Which configuration applies is a question answered by the articles and the register entry, not by job title or seniority.
The line between an internal limit and one the other side must respect
Most disputes turn on the difference between a limit on who holds the power of representation and a limit on how that power may be used. Article 2:240(3) provides that the power vesting in the board or in a director is unlimited and unconditional so far as the law does not provide otherwise, and that a limitation or condition permitted or prescribed by law can be invoked only by the company. The wording runs one way on purpose. A board regulation requiring shareholder approval above a stated amount, a budget cap, a resolution reserving certain contracts to the parent: each binds the director towards the company, and none of them reaches the counterparty. Article 9(2) of Directive (EU) 2017/1132 states the same rule more bluntly, that limits arising under the statutes or from a decision of the competent organs may not be relied on against third parties even if they have been disclosed. Article 9(3) reserves an exception: where national law allows the statutes to confer authority to represent the company on a single person or on several persons acting jointly, it may provide that such a provision in the statutes may be relied on as against third parties, on condition that it relates to the general power of representation.
What is opposable is the identity of the representative and the joint-signature requirement, because those concern who the organ is rather than the size of the deal. A director entered as jointly authorised who signs alone has not exceeded a limit; for that act he is not the company’s representative at all. The register protects the other side asymmetrically. Article 25 of the Handelsregisterwet 2007 provides that a fact requiring registration cannot be invoked against third parties who were unaware of it while the registration has not been made, and that the company cannot hold the incorrectness or incompleteness of an entry against an unaware third party. It gives a fifteen day window to a third party who proves it could not have known of a published announcement, and it excludes four categories from the article altogether. What it does not do is warrant that what the register shows is correct today.
Powers of attorney
Where the authorized person cannot attend, or where authority needs to be delegated, a power of attorney is used. It must be drafted to cover the specific act, granted by someone who themselves has the authority to grant it, and, for a cross-border transaction, executed in a form the receiving country will accept. A power of attorney that is too narrow does not cover the transaction; one that is too old may have lapsed; one granted by the wrong person is void. Each of these is a common and avoidable cause of delay.
The Dutch rules sit in title 3 of Book 3 of the Civil Code, and their defaults surprise people. Article 3:62 provides that a general power extends to acts of disposal only where it says so in writing and unambiguously, that a special power drafted in general terms extends to them where that is stated unambiguously, the writing requirement of the first paragraph not being repeated, but that a power granted for a particular purpose extends to every act of management and of disposal capable of serving that purpose. Stating the purpose properly therefore does more work than listing powers. Article 3:64 permits onward delegation in three defined situations only unless the instrument provides otherwise, one of them being where the power concerns assets situated outside the country where the attorney is domiciled. Article 3:65 reverses the intuition of the two-signature clause: where a power is granted to two or more persons together, each may act alone unless the instrument says otherwise.
Dutch law attaches no expiry date to a power of attorney. Article 3:72 ends it on four grounds only: death, curatorship, bankruptcy or debt restructuring of the principal; the same events affecting the attorney, unless otherwise provided; revocation; and termination by the attorney. A counterparty asking for a power dated within the last three months is stating its own evidential policy, not applying a rule, and that policy should be obtained in writing at the outset. Form is the harder constraint. Article 3:260(3) provides that at a Dutch mortgage deed a person may act for the mortgagor only under a power granted by authentic deed, and article 2:196(1) requires the issue or transfer of a BV share to be effected before a civil-law notary holding office in the Netherlands. Article 3:69(2) closes the loop: ratification needs the same form as the grant.
Authority is invisible until a notary asks for it. The transaction that stalls at completion almost always stalls on a document that could have been prepared weeks earlier.
Legalization and the apostille
A document executed in one country and used in another usually has to be authenticated to be accepted. For countries party to the relevant convention, this is done through an apostille, a standardized certificate that confirms the document’s origin without the fuller legalization process required elsewhere. A power of attorney granted abroad and presented to a European notary without the apostille, or without a sworn translation where one is required, will not be accepted, and obtaining these after the fact costs days that a planned transaction does not have.
The certificate proves less than people assume. Under article 5 of the Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents, in force since 24 January 1965, it certifies the authenticity of the signature, the capacity in which the signer acted and, where appropriate, the identity of the seal or stamp, and the Dutch Ministry of Foreign Affairs states in its guidance on what document legalisation is that legalisation does not confirm that a document’s content is correct. Article 1 reaches only public documents, among them notarial acts and official certificates placed on documents signed in a private capacity, so a power signed privately by a director cannot be apostilled as it stands: what carries the apostille is the notarial act, or the notary’s certification of the signature. Article 3 adds that the formality cannot be required where the law or practice of the State where the document is produced, or an agreement between Contracting States, has already abolished or simplified it, and article 7 obliges each issuing authority to keep a register and, at the request of any interested person, to confirm that a certificate matches it. The status table, updated on 30 June 2026, records 130 Contracting Parties, while noting that the term covers Parties for which the Convention has not yet entered into force.
Mechanics differ by country and cost real days. The ministry explains that in the Netherlands an apostille is a sticker issued by a district court, that a foreign document bearing an electronic apostille may be used here, but that the Netherlands does not yet issue e-apostilles, so an outbound Dutch document still travels physically. Where the apostille route is unavailable the chain has two steps, the foreign ministry of the issuing country and then the destination country’s embassy or consulate. Commercial documents can run longer. KVK, which legalises business and commercial documents, confirms only who signed, may require the Consular Service Centre afterwards, and notes that some countries, including China and Arab countries such as Egypt, Kuwait and Jordan, require a third legalisation by their own embassy in the Netherlands. Regulation (EU) 2016/1191 does not help: it removes legalisation only for documents establishing one of thirteen listed civil-status facts, and only before the authorities of another Member State.
Electronic signatures are not one thing
Where the parties sign electronically the level of signature decides the outcome, and the three levels are not interchangeable. Regulation (EU) No 910/2014, the eIDAS Regulation, defines a simple electronic signature in article 3(10) as data in electronic form attached to or logically associated with other data and used by the signatory to sign. An advanced signature must meet the four requirements of article 26: uniquely linked to the signatory, capable of identifying the signatory, created with signature creation data the signatory can use under sole control with a high level of confidence, and linked to the signed data so that any later change is detectable. A qualified signature, under article 3(12), is an advanced signature that is both created by a qualified signature creation device and based on a qualified certificate, and failing either leg loses the status. Article 25 then divides them: paragraph 1 protects any electronic signature from being denied legal effect or admissibility merely because it is electronic or falls short of the qualified standard, while paragraph 2 gives only the qualified signature the equivalent legal effect of a handwritten signature.
Even a qualified signature does not override a form requirement. Article 2(3) provides that eIDAS does not affect Union or national law on the conclusion and validity of contracts, other legal or procedural obligations relating to form, or sector-specific form requirements, so where Dutch law demands a notarial deed or an authentic power of attorney, no signature level substitutes for the notary. The cross-border rules were rearranged recently and the revision is fully in force. Regulation (EU) 2024/1183 of 11 April 2024, published on 30 April 2024, entered into force on the twentieth day after publication with no deferred application date; it deleted article 25(3) and moved the mutual recognition rule into a new article 24a. Two limits remain. Article 14 makes third-country trust services equivalent only where recognised by implementing act or by an agreement under Article 218 TFEU, so a signature from a non-EU platform is not automatically qualified. Article 22 requires each Member State to publish trusted lists of its qualified providers, which is where that is checked.
Foreign companies at the notary
When a foreign company is party to a transaction requiring a notarial deed, as many do in the Netherlands and Spain, the notary must be satisfied of the company’s existence, its current directors and the authority of the signatory. This typically requires recent corporate extracts, legalized and translated, and it is the single most common cause of delay in cross-border completions. The requirement is set out in our note on financing a Spanish asset held through a foreign company and applies wherever a foreign entity signs.
On the corporate side the evidence mirrors those three questions. Existence and current officers come from an extract of the home register; authority, where the extract does not show it, comes from the constitutional documents and, where the notary does not know the system, from a legal opinion of local counsel. For a Dutch party the extract does all three jobs. KVK states that the digitally certified Business Register extract is legally equal to the paper version, available in Dutch and English, delivered as a PDF bearing a certified electronic seal, and that it stays valid when forwarded digitally. It also carries a trap worth knowing before completion: the extract loses its validity if printed, because the certificate is then not visible and the signature cannot be verified, and not every organisation accepts a digital extract at all.
The pack, and the order in which it is obtained
Assembling the documents is a sequence rather than a checklist, because each step needs the previous one to exist. It begins by naming the signatory and pulling the extract from the home register to see whether that person is entered as authorised and whether the entry reads alone or jointly. If it reads jointly there are two routes with different lead times: obtain the second signature, or obtain a power of attorney in favour of one person. The power is then drafted against the specific act, with the purpose stated explicitly so that article 3:62 extends it to the acts that serve that purpose. Only then does form matter: if the act is a Dutch mortgage the power must be granted by authentic deed, and where the receiving notary wants the signature certified, the notarisation must precede the apostille, because until an official has signed there is nothing for the apostille to certify.
The apostille is issued by the authority the State of origin has designated under article 6 of the 1961 Convention, and translation comes last, with the receiving party asked in advance whether a sworn translation is required and whether the translation must itself be legalised. A bank runs a second pack in parallel that is often mistaken for the first: customer due diligence on the company, its representatives and its beneficial owners, plus an account mandate that is a separate instrument from the completion power of attorney. Neither substitutes for the other. Dates work differently in each. The extract is demanded within a window the recipient sets, while the power has no statutory expiry and ends only on the grounds in article 3:72, so the conversation to have at the outset is about the recipient’s policy rather than the law.
Getting it right in advance
The remedy is simple and almost always neglected: establish, early, who will sign, confirm they have authority, prepare the powers and extracts they will need, and have them apostilled and translated before completion rather than during it. A transaction that treats authority as an afterthought discovers at the notary’s office that the afterthought is a fortnight of delay. The discipline is the same one we describe for corporate records in our note on keeping a Dutch BV in good standing.
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This article is informational and does not constitute legal advice. The law differs by jurisdiction and the treatment of any matter depends on its facts. Each engagement is subject to scope and applicable regulation.