When a principal grants authority to an authorised representative. whether through a power of attorney, a commercial agency agreement, a mandate. Alternatively. A regulatory appointment. the resulting supply relationship carries a distinct category of risk that is rarely visible at the moment of signature. The sources that document that authority (notarial records, corporate registry entries, regulatory authorisation files, and contractual instruments) each reveal a partial picture. Read together, they expose where supply continuity can break down: the representative's authority lapses, is contested, was never properly constituted, or is silently constrained by conditions the principal did not disclose. This page maps what those sources actually show, identifies the structural gaps in each, and explains what due diligence must cover before you rely on a representative's actions in any supply chain context.
Why "Supply Risk" Is the Right Frame for Authorised Representatives
In most commercial settings, the term supply risk is reserved for logistics, procurement, and vendor resilience. But for any transaction or regulatory process that depends on a representative acting on behalf of a principal. The failure of that representative relationship is a supply failure in a precise sense: the input you need. valid legal authority, enforceable commitment, regulatory acceptance – can simply stop arriving.
The structural dependency problem. When a distributor, licensee, customs agent, product safety representative, or mandated signatory acts for a principal, counterparties and regulators treat that person's or entity's actions as the principal's own. The moment the authority is invalid, expired, or disputed, every downstream act built on it is at risk. Contracts signed, applications filed, inspections passed, payments authorised – all become contestable. The disruption is not a logistics delay; it is a legal one, and legal disruptions can be retroactive.
Why this is a supply chain issue specifically. In cross-border supply relationships – import/export chains, regulated product distribution, construction subcontracting, financial intermediation – the authorised representative is often the only local compliance anchor. Many regulatory regimes (product safety, customs, data protection, pharmaceutical distribution) require a nominated representative as a condition of market access. If that representative's authority fails, the principal loses market access, not merely a service. That is a supply chain interruption with direct commercial consequence.
What Each Source Category Shows – and Where It Stops
Notarial and Apostille Records
What they show. A notarised power of attorney (POA) confirms that an identified individual or entity was granted authority by an identified principal at a specific date and time, before a specific notary. Apostille certification extends that confirmation across signatory states to the 1961 Hague Convention. The document specifies the scope of authority – general or specific – and any conditions or temporal limits expressed on its face.
What they do not show. Notarial records do not confirm whether the authority remains in force at the time you are relying on it. The principal may have revoked the POA after notarisation. The principal may have died, lost legal capacity, or entered insolvency, all of which affect authority by operation of law without any notation on the original instrument. A notarised POA has no "live status" – it is a historical record, not a real-time certificate of continuing authority.
Gap for supply purposes. If your supply relationship depends on a representative who holds a notarised POA. You need a mechanism. typically a written reconfirmation from the principal or a fresh notarial act. to verify continuing authority before each significant transaction or regulatory submission. Reliance on a POA without reconfirmation is a standard source of dispute when principals later contest the representative's acts.
Corporate Registry Filings
What they show. Commercial registry entries. in Portugal, the Conservatória do Registo Comercial. in Spain, the Registro Mercantil. in Germany. The Handelsregister. and their equivalents across the EU. record the identity of persons authorised to bind a company: directors, managing officers, and. There, registered, appointed procurators or commercial agents. Registry extracts are official public records that third parties are entitled to rely upon under commercial law principles of apparent authority.
What they do not show. The registry is a filing system, not a surveillance system. There is typically a lag between the occurrence of a change (a director resigns, a procurator's authority is limited by internal board resolution) and its registration. During that window, the registry still shows authority that no longer exists in substance. Additionally, many internal restrictions on authority – spending limits, category restrictions, co-signature requirements – are recorded in the articles of association or internal resolutions rather than in the publicly visible extract. A counterparty checking only the extract will not see those limitations.
Gap for supply purposes. Before relying on a corporate representative's authority, obtain both the current registry extract and a certified copy of the articles of association. Additionally. Request confirmation that no internal resolutions restrict the specific authority you are depending on. In higher-value transactions, a board resolution confirming the specific authority is standard practice for exactly this reason.
Regulatory Authorisation Records
What they show. Many regulated sectors require formal registration or authorisation of representatives. Examples include: EU Authorised Representatives under the General Product Safety Regulation and sectoral regulations (medical devices, toys, machinery. Radio equipment). customs agents and freight forwarders authorised under national customs authority registers. financial intermediaries listed with national financial supervisors (CMVM in Portugal, FCA in the United Kingdom, BaFin in Germany, AMF in France). and pharmaceutical Qualified Persons registered with medicines agencies. These registers confirm that the named entity was approved to act in that capacity as of the registration date.
What they do not show. Regulatory registers are maintained at varying frequencies. An authorisation may have been suspended, conditioned, or withdrawn without immediate public update. The scope of the registered authorisation may be narrower than the representative claims – covering only certain product categories, certain market territories, or certain types of transaction. Where the authorisation is tied to the personal qualification of an individual within the representative entity (as with Qualified Persons in pharma or approved persons in financial services). The departure of that individual may terminate the authorisation without separate public notice.
Gap for supply purposes. For regulated supply chains, verify the representative's status directly with the supervising authority at the time you are relying on it, not at the time the relationship was established. For EU product market access specifically, check that the Authorised Representative's registration covers your specific product category and that the underlying contract with the representative is current. Because many regulatory frameworks treat the representative's appointment as lapsing if the contractual relationship terminates.
The Underlying Contract or Mandate
What it shows. The agency agreement, distribution agreement, mandate contract. Alternatively, representative services agreement between principal and representative sets out the specific scope of authority granted. Any sub-delegation rights, the duration and termination mechanics. Additionally, the obligations of each party. It is the operative instrument that determines what the representative is actually authorised to do.
What it does not show. The contract is a private document. It may not match the scope apparent from the registry or the POA. It may contain conditions precedent or ongoing conditions (insurance maintenance, territory exclusivity, minimum performance thresholds) whose breach automatically limits or terminates authority, with no external notification required. In cross-border arrangements, the governing law of the contract may differ from the law of the jurisdiction where the representative acts, creating conflicts about when and how termination takes effect.
Gap for supply purposes. Always obtain and review the actual representative agreement, not merely a summary. Verify that the scope of authority in the contract matches what the registry or POA records show. Identify any automatic termination triggers and assess whether those triggers could realistically occur. Where the contract is governed by a foreign law, obtain advice on how that law treats termination of authority and the liability of the representative who continues to act after authority has lapsed.
The Structural Supply Risk: Gaps Between Sources
The most dangerous risk in relying on an authorised representative is not that any single source is wrong. it is that the sources do not speak to each other and each has a different update frequency. A representative may hold:
- A notarised POA that has in fact been privately revoked;
- A valid corporate registry entry that does not disclose an internal board-level restriction;
- A regulatory authorisation that has been suspended pending investigation but whose public register entry has not yet been updated;
- A contractual mandate that expired by its own terms three months ago.
Each source, read in isolation, suggests valid authority. Read together, they reveal that the authority has in fact ceased. This is the classic multi-source gap that generates litigation after supply chains break down: the principal denies the representative's authority. the counterparty points to the registry entry. the court must determine which source governs and what the counterparty was entitled to rely on.
The apparent authority doctrine and its limits. Most legal systems provide some protection to counterparties who rely in good faith on apparent authority. the authority that a reasonable person would conclude the representative has. Based on the sources reasonably available. But that protection has limits. Where the counterparty had reason to investigate further (unusual transaction size, out-of-scope activity, departures from prior practice), reliance on apparent authority may not be sufficient. And apparent authority doctrine generally does not protect a counterparty against the risk that the underlying regulatory authorisation was invalid – regulatory consequences typically do not follow the same doctrines as contractual ones.
Pre-Transaction Due Diligence: A Source-by-Source Checklist
The following checks should be completed before relying on an authorised representative in any supply-critical context. The list is organised by source type.
Notarial records. Obtain the original or certified copy of the POA. Verify the notary's credentials in the issuing jurisdiction. Confirm apostille validity if cross-border use is intended. Request a written reconfirmation of continuing authority from the principal, dated no more than thirty days before the transaction. Confirm that the principal has not entered insolvency, died, or lost legal capacity by checking relevant insolvency and civil registers.
Corporate registry. Pull a fresh extract from the relevant commercial registry – do not rely on copies provided by the representative. Check both the extract and the articles of association. Request a copy of any board resolutions that define or limit signing authority. Confirm there are no pending registration applications that would alter the authority once processed. For EU subsidiaries and branches, check both the parent entity registry and the local branch registry, as authority granted at parent level may not automatically extend to branch-level acts.
Regulatory authorisation. Check the relevant supervisory authority's public register directly. Confirm that the authorisation covers the specific category of activity, product, or territory you are depending on. Verify that the key qualified person or approved individual is still active within the representative entity. Obtain a copy of the authorisation certificate or registration confirmation and compare its scope to the contract scope.
Underlying contract. Read the entire agreement, including schedules and appendices. Identify the governing law and the termination provisions, including automatic termination triggers. Verify the term: confirm the contract has not expired or entered a notice period. Check any conditions on authority (minimum performance, insurance, territory) and confirm they are currently satisfied. If the contract grants sub-delegation rights, trace the sub-delegation chain to its end and apply equivalent checks at each level.
Ongoing Monitoring: The Underrated Risk
Most due diligence frameworks focus on the moment of onboarding – the point at which a representative relationship is established or a transaction is first entered. Supply risk from authorised representatives is disproportionately an ongoing risk, not a point-in-time one.
Why authority fails mid-relationship. Corporate changes are common in extended commercial relationships: ownership changes, director resignations, insolvency proceedings, merger absorption. Regulatory status is not static: supervisors conduct periodic reviews, and authorisation can be suspended or conditioned between transactions. Personal qualifications expire: certified professionals must renew licences, and Qualified Persons in pharmaceutical supply chains are subject to continuing competence requirements. Contracts run out: fixed-term agreements do not always renew automatically, and evergreen agreements may be terminable on short notice.
What monitoring looks like in practice. Effective monitoring of a representative relationship includes: periodic (at minimum annual) re-extraction of registry and regulatory records. contractual renewal tracking with alerts triggered well in advance of expiry. change-of-control notification obligations built into the representative agreement. and explicit representations by the representative at each significant transaction that authority remains valid and unencumbered. Where the regulatory framework requires annual notification to the supervising authority (as in certain EU product safety regimes), request confirmation from the representative that the notification has been filed and accepted.
Specific Contexts: Where Supply Risk Concentrates
EU product market access (Authorised Representative under product regulation). Manufacturers established outside the EU who place regulated products on the EU market are required under several legislative frameworks to appoint an EU-established Authorised Representative. The representative's name and contact details must appear on the product or its documentation. If the representative relationship terminates – for any reason – the product technically loses its compliance basis in the EU market until a replacement is appointed and the documentation updated. For high-volume supply chains, the administrative lag in replacing a representative can create a period of non-compliance that regulators may treat as a market access violation, not merely an administrative irregularity.
Customs and import/export agency. Customs agents acting under direct or indirect representation hold authority to make customs declarations on behalf of importers and exporters. The scope of that authority matters: under indirect representation, the agent assumes joint and several liability with the principal for customs debt. A customs authority examining the authority will look at the written mandate as well as the agent's registration with the national customs authority. If the mandate is deficient or the agent's registration has lapsed, the declaration may be rejected or treated as invalid, with consequential liability falling on the principal.
Financial intermediation. Tied agents, investment advisers. Additionally. Payment service representatives acting for regulated financial institutions must be listed in the relevant supervisory register and must be covered by the principal's regulatory authorisation under passporting or appointment arrangements. The authorisation is personal to the registered entity: if the tied agent is acquired, restructured. Alternatively, loses its registration. The authority to act for the principal in regulated activities ceases, regardless of the terms of the underlying commercial agreement.
Real estate and construction mandates. In property transactions and construction projects, a principal frequently grants authority to a project manager, development company, or legal representative to act in regulatory, planning, and contractual matters. Where that authority is challenged – typically in disputes arising from defects, delay, or cost overruns – the question of who validly bound the principal becomes central to the allocation of liability. The sources (POA, registry, contract) are each examined for consistency, and gaps between them are precisely what opposing parties exploit.
What to Do When the Sources Conflict
Source conflicts are common enough to require a clear decision protocol. Where the registry shows broader authority than the contract permits, the contract restriction generally prevails between the parties but may not be enforceable against a good-faith third party who relied on the registry. Where the regulatory authorisation shows narrower scope than the contract grants, the narrower scope controls for regulated activities, and the contractual authority has no effect in that regulatory space. Where the POA appears valid but the principal asserts revocation, the effective date of revocation and the counterparty's knowledge of it become the central factual questions.
Practical resolution. When sources conflict, seek direct written confirmation from the principal – not the representative – of the current scope and validity of authority. If the principal is unavailable or unresponsive, that is itself a risk indicator. Do not proceed on the basis of the most favourable reading of conflicting sources; proceed on the basis of the most restrictive plausible interpretation until the conflict is resolved.
When to Engage Legal Counsel
The source-checking framework described above can be applied internally by compliance and procurement teams for routine representative relationships. Legal counsel should be engaged in the following situations: when the authority being relied upon is the subject of any dispute or challenge. Past or present. when the representative relationship spans multiple jurisdictions with different governing laws. when the transaction value or regulatory consequence of an authority failure would be material. when any of the source checks reveal inconsistencies that the representative cannot explain in writing. and when a representative relationship is being terminated and you need to ensure that acts taken under that authority remain valid and enforceable after termination.
Ferraz & Whitmore advises on representative authority structures across multiple European jurisdictions, with particular experience in regulated supply chains, cross-border mandates, and dispute resolution arising from contested authority. Enquiries may be directed to info@ferrazwhitmore.com or through our contacts page.
Disclaimer: This article is produced for general informational purposes only and does not constitute legal advice. The analysis reflects publicly available legal frameworks and general principles; it does not account for the specific facts of any individual matter. No lawyer-client relationship is created by reading or relying on this content. Readers should seek qualified legal advice before acting on any matter described herein. Ferraz & Whitmore accepts no liability for actions taken or not taken on the basis of this publication.