Signing authority in a business acquisition: check register evidence, approvals, powers of attorney, notarial form and signature matrix before signing.
BRANDAUER Rechtsanwälte
Salzburg law firm for corporate, company and transaction law
Every transaction is handled by a coordinated team of lawyers, legal staff and specialists. In company acquisition matters we look at structure, contract, tax and liability together.
A business acquisition rarely fails because someone cannot put a signature on paper. It can fail because the wrong person signs, a power of attorney is too narrow or an internal approval is missing.
Signing authority is therefore not a formality. It determines whether signing, notarial deed and closing documents are later reliable.
This post complements the article on the share transfer agreement and notarial deed, the post on changing managing directors and the closing memo.
In a share deal, companies, shareholders, trustees, banks and sometimes foreign buyers may sign. Each party needs an authorised representative or a valid power of attorney. For GmbH shares, notarial form adds another layer.
If authority is checked only on signing day, avoidable risks arise: a missing shareholder approval, joint signature instead of sole signature or a power of attorney with insufficient scope can postpone the appointment.
Preparation includes current register excerpts, articles, shareholder approvals, board or management approvals, powers of attorney and, where necessary, evidence of certification or apostille. For foreign parties, the notary should confirm early which form is accepted.
The power of attorney should not mention only the main agreement. It should cover notarial deed, side letter, closing deliverables, payment instructions, commercial register filings and beneficial owner declarations where those documents are planned.
Practice point: A signature matrix looks simple but prevents many errors. It lists every document, every party, the signing form and the person actually signing.
A document list with responsibilities is useful: who provides which approval, who checks the power of attorney, which documents must be originals and which signatures can be electronic or require notarial form?
At closing, check again whether the persons remain authorised. Especially with managing director changes, bank releases or international parties, evidence can change between signing and closing.
Not always. It shows office and signing rule. Internal consent requirements from articles, rules of procedure or shareholder approvals may also matter.
Yes, if scope and form fit. For transfers of GmbH shares, the power should be coordinated with the notary early so that the deed can be prepared validly.
Certification, apostille, translation and evidence of representation can take more time for foreign parties. These points should not be clarified only on signing day.
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