A Power of Attorney is a document which allows a Company to legally empower another person, or a group of persons, to act on behalf of the Company.
The Powers of Attorney Act, 1996 s. 2 (1) in Ireland defines a Power of Attorney (PoA) as “an instrument signed by or by direction of a person (the donor), or a provision contained in such an instrument, giving the donee the power to act on behalf of the donor in accordance with the terms of the instrument.”
A PoA is an important legal document with many potential legal and financial consequences for those signing the document. Therefore, it must be ensured that the Company have received adequate advice in respect of the legal, financial and taxation implications of permitting the Attorney to enter any intended activity / transactions on behalf of the Company.
Why Appoint An Attorney?
Should a Company undertake activities in a country whereby the Directors of the Company are not resident or local, it may be more convenient for the Company to appoint an Attorney based in the area where activities are being undertaken on the Company’s behalf.
An attorney may also be appointed when it is not viable for a Director of the Company to sign documentation for various activities and transactions, should there be a mandatory requirement for activities / transactions to be carried out in person.
The Company may benefit from appointing an Attorney with the reduction of the associated time and monetary costs that it may be associated with Directors undertaking activities for the Company in another locality.
Purposes Of A PoA
A PoA can be general or limited to a specific purpose.
Companies may wish to execute a PoA for purposes including:
To act for the Company for all fiduciary, banking and financial matters.
To attend on behalf of the Company at the Ordinary and Extraordinary meetings of partner Companies.
To execute contracts on behalf of the Company.
To invest the capital of the Company in the acquisition of stocks and shares.
It is important to ensure that the PoA meets the requirements of the intended party whilst ensuring that the powers granted within the instrument are limited to the function that the Company needs the Attorney to undertake.
The period in which the PoA covers can vary depending on the purpose of the instrument. This can range from the duration of a particular meeting in which the Attorney has been appointed to represent the Company, to a number of years. The PoA cannot have an infinite validity period. However, the Company may choose to allow the PoA to be renewed upon its date of expiry.
A PoA can also be revoked by the Company at any stage if necessary.
Arranging For The POA To Be Notarised & Apostilled in Ireland.
If necessary, a PoA can be notarised by a Notary Public in Ireland on the provision that the original PoA is in English, or that the Notary Public is provided with an acceptable translation of the PoA should the original be in a different language.
It is standard practice for either two Directors, or a Director and the Company Secretary, to sign the PoA in front of a Notary Public with the Company Seal affixed to the document.
Once notarised, the document can be apostilled by the Department of Foreign Affairs in Ireland for use in a range of countries in the Hague Convention.
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