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Audit of Powers of Attorney and Signatory Authority

A properly managed corporate record helps prevent documentary problems from obstructing necessary company decisions. A powers audit identifies who may act for the company and whether delegations reflect its current organization. Former employees and duplicative powers deserve particular attention.

What to keep in mind

A matrix should record the grantor, attorney-in-fact, instrument, purposes, limits, term, subdelegations and revocations, with cross-checks against corporate offices and counterparty requirements.

An old power is not necessarily terminated simply because the company's manager has changed.

Distinctions often confused

Internal signature limits and authority enforceable against third parties are legally distinct.

Frequently asked questions

Should powers be reviewed following a change of directors?
Yes. The continued relevance and any necessary revocations should be assessed under each instrument.
Is a list of authorized signatories enough without reviewing the documents?
No. The wording and legal status of each instrument determine the actual extent of authority.

Informational content. It is not a substitute for professional advice.