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Management and Roles

Signature and Power of Attorney: Who Can Bind the Company?

When a company enters into an agreement, it is crucial to know if the person signing can bind the business. Two central concepts are signature right and prokura (power of attorney). Both can be registered, but they have different scopes.

2 min read · Translated from Norwegian. Read the original

Manager signing an agreement with authorisation to bind the company

When a company enters into an agreement, it is crucial to know if the person signing can bind the business. Two central concepts are signature right and prokura (power of attorney). Both can be registered, but they have different scopes.

What Does Signature Right Mean?

A signature right (signatur) is an authorisation to act and sign on behalf of the company in all contexts within the applicable frameworks. The signature right can be held by the board collectively or be assigned to specific individuals, either individually or jointly.

The wording is important. “Individually” means that one of the listed persons can sign alone, while “jointly” means that several must sign together.

What Does Prokura Mean?

Prokura (power of attorney) is a comprehensive business authorisation related to operations. A prokurist (authorised signatory) can act on behalf of the enterprise in many business dealings, but this authorisation is not identical to a signature right and has statutory limitations. For certain dispositions, including those related to real estate, special rules apply.

Where Can You Find the Information?

Registered signature rights and prokura can be found in information from the Norwegian Register of Business Enterprises (Foretaksregisteret) and the certificate of registration (firmaattesten). Always check the correct organisation number and see if the authorisation must be exercised by several people jointly.

A register search is a snapshot. For a large or unusual agreement, it may also be necessary to request a board resolution, a special power of attorney, or other legal documentation. Internal authorisations are not always visible in public registers.

Practical Checks Before Signing

  1. Confirm the legal entity's name and organisation number.
  2. Check the registered signature right and prokura in an updated public source.
  3. Read whether the authorisation applies individually or jointly.
  4. Verify that the agreement is being entered into with the correct company within any group structure.
  5. Request additional documentation if the disposition is unusual or significant.

Signature and Prokura on Proffi

Proffi can make the information easier to understand by showing the authorisation wording verbatim and simultaneously explaining the concepts in plain language. The source, update time, and a link to public documentation should be visible. The service should never interpret a general role as a signature right without a data basis.

Frequently asked questions

Does the General Manager always have a signature right?
No. The General Manager has authority related to day-to-day management, but a registered signature right must be checked separately.
Is prokura the same as a regular power of attorney?
No. Prokura is a specific, statutorily regulated business authorisation.

Sources

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