Administration, General Assembly and Liability

Prepared by: Constantinople

Authority to appoint a lawyer for a foundation does not arise solely from being a founder or donor. The bodies and persons representing the legal entity must be identified under the foundation deed and current appointments. If a single signature, joint signatures or a prior governing-body resolution is required, the power-of-attorney arrangements must comply. A personal power of attorney granted by the founder does not automatically authorise representation of the foundation in litigation or property transactions.

The lawyer should receive the deed and amendments, registration details, current resolutions, documents evidencing administrators' appointment and representation arrangements. Whether the work involves litigation, settlement, collection, title transfer or another transaction may affect the powers required. Authority to dispose of property should particularly not be equated with routine correspondence authority. If the administration changed, continued authority is investigated before acting on a document held by a former administrator.

If administrators are abroad, signing and document-authentication procedures can be planned in advance; being abroad does not remove joint-signature requirements in the deed. If the foundation and its administrator are opposed, conflicts of interest and the person for whom the power of attorney will be obtained are assessed separately. The chain of representation and limits of the requested work should be clarified before work begins. This seeks to prevent litigation deadlines being jeopardised by deficient authority.