Q&As

Can directors delegate their powers? What happens if a director who appointed an attorney loses capacity?

read titleRead full title
Published on LexisPSL on 26/10/2015

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Can directors delegate their powers? What happens if a director who appointed an attorney loses capacity?
  • Delegation of powers
  • Powers of attorney

Can directors delegate their powers? What happens if a director who appointed an attorney loses capacity?

This Q&A looks at the general rule that a delegated power cannot be further delegated as applied to directors. It also examines whether an attorney appointed by a director would be able to exercise the powers conferred on a director and continue to do so if and when the director lost capacity.

Generally, where powers are delegated to a person, that person has no implied power to delegate those powers further. Directors may, however, collectively delegate their powers to committees or other persons if permitted by the articles (ie as the relevant instrument (in this case, the company’s articles) would explicitly permit the directors to sub-delegate). Note, however, that a director cannot delegate the performance of any of the functions of his office to another person by way of power of attorney. He may, however, appoint another director (or any other person) as his attorney to sign documents or do other acts on his personal behalf. This is to be distinguished from the ability of the company itself to grant a power of attorney to any person(s) to sign necessary documents, for instance, in the absence of any available director. A director unable to fulfil his functions/discharge his duties for a period of time may, where permitted by

Related documents:

Popular documents