Authorised representative: what the sources show

An authorised representative is the person or entity formally empowered to act on behalf of a company. Official registers record that authority. What they do not record is whether the authority is exercised, constrained, or overridden by a parallel arrangement.

Control over a company is not always held by the person whose name appears in the register. The authorised representative may act within limits set by the shareholders. Those limits may or may not be visible in public filings. This page describes what the sources show, what they do not show, and where the evidentiary chain ends.

What the sources record about authorised representatives

The register layer: what it shows and what it omits

Commercial registers across jurisdictions share a common structure. They record the legal fact of appointment. They do not record the economic reality behind it.

A register entry confirms that a named individual holds authority to bind the company in transactions. It does not confirm that the individual exercises that authority independently. It does not confirm who instructed the appointment. It does not confirm whether the appointment has been superseded by a power of attorney filed in a different registry or in no registry at all.

The gap between legal authority and actual control is the central analytical problem in cross-border corporate verification. The sources address the first. They are silent on the second.

What a register entry establishes:

• The identity of the person formally authorised to act
• The date from which that authority runs
• Whether the authority is sole, joint, or subject to co-signature requirements
• Whether the appointment has been terminated and, if so, when

What a register entry does not establish:

• Whether the representative acts on instructions from an undisclosed principal
• Whether a parallel power of attorney exists in another jurisdiction
• Whether the representative holds any economic interest in the company
• Whether the appointment reflects the actual governance of the entity

Source: national commercial register · verified 2026-09-01

Director and beneficial owner: two separate questions

The terms "director," "authorised representative," and "beneficial owner" are used interchangeably in commercial practice. They are not interchangeable in law or in the source record.

An authorised representative is appointed by the company's governing body. A beneficial owner is the natural person who ultimately owns or controls the company. These may be the same individual. They are frequently not.

In many jurisdictions, the beneficial owner register is separate from the commercial register. Access conditions differ. In EU member states, the CJEU judgment in Case C-37/20 significantly restricted public access to beneficial ownership data. What is visible in the commercial register — the authorised representative — does not substitute for what would appear in a beneficial ownership register, where access is available.

A verification exercise that identifies only the authorised representative has answered one question. It has not answered the question of who controls the company.

Source: national commercial register · verified 2026-09-01

Cross-border structures: where the chain becomes opaque

When the authorised representative is itself a legal entity — a management company, a fiduciary, or a nominee service provider — the chain of authority extends beyond the register entry. The register records the entity. It does not record the natural person behind it.

In cross-border structures, this layering is common. A holding company in one jurisdiction appoints a management company in a second jurisdiction as authorised representative of an operating entity in a third. Each layer is registered. The connection between layers may not be.

The sources that address this problem include:

• The commercial register of each jurisdiction in the chain
• Filed financial statements, where consolidation rules require disclosure of controlling entities
• UBO registers, where access is available and the filing obligation has been met
• Regulatory filings in supervised sectors, where beneficial ownership disclosure is a licensing condition

None of these sources is complete on its own. The analytical task is to map what each source shows, identify the gaps, and state explicitly where the chain ends.

Source: national commercial register · verified 2026-09-01

Scope of authority: sole, joint, and restricted mandates

The scope of an authorised representative's mandate is a distinct question from the fact of appointment. It determines what the representative can do unilaterally and what requires co-signature or board approval.

Jurisdictions vary in how they record this. Some require the scope to be stated in the register entry. Others record only the appointment, leaving the scope to the articles of association or a separate shareholders' resolution.

Where the scope is recorded in the register, it is verifiable from the public record. Where it is not, verification requires access to the constitutional documents of the company — articles of association, shareholders' agreement, or board resolutions. These documents may be filed with the register or held privately.

A transaction counterparty relying on a register entry alone may be acting on incomplete information about the representative's actual authority.

Source: national commercial register · verified 2026-09-01

The limit of what the sources allow

The ceiling of what the sources allow is stated before payment.

Official registers establish the legal fact of appointment. They do not establish the economic reality of control. The following limitations apply across jurisdictions and cannot be resolved by additional registry queries:

Internal restrictions are not public. Shareholders' agreements and board resolutions limiting the representative's authority are private documents. They bind the parties to them. They do not appear in the register. A third party dealing with the representative has no register-based means of discovering these restrictions.

Nominee arrangements are not disclosed. Where the authorised representative acts as a nominee for an undisclosed principal, the register records the nominee. The principal is not visible. The existence of a nominee arrangement may be inferable from the structure of the entity, but it cannot be confirmed from the register alone.

Historical appointments require document retrieval. The current register entry shows the current representative. Prior appointments may be visible in the filing history. In some jurisdictions, historical filings are available online. In others, they require a formal request to the registry, with conditions of access that vary by jurisdiction.

Cross-border chains require multi-jurisdiction queries. Where the representative is a legal entity, the chain of authority passes through at least one additional jurisdiction. Each jurisdiction has its own register, its own access conditions, and its own disclosure requirements. A single-jurisdiction query does not close the chain.

Beneficial ownership is a separate register. In jurisdictions where a UBO register exists, it is a distinct source from the commercial register. Access conditions, filing obligations, and data quality vary. An entry in the commercial register does not substitute for an entry in the UBO register.

Where the sources disagree

Discrepancies between sources are themselves evidentiary. The following patterns recur in cross-border verification:

Register versus filed accounts. The commercial register may show one individual as authorised representative. The consolidated financial statements of the parent entity may identify a different individual as the responsible manager. This discrepancy does not resolve itself. It requires investigation of which document reflects the current governance structure.

Register versus regulatory filing. In supervised sectors — banking, insurance, investment management — the regulator maintains its own record of approved persons. The regulatory record and the commercial register record may differ in name, title, or scope of authority. The regulatory record governs conduct within the supervised activity. The commercial register governs general commercial authority.

Current register versus historical filing. A register entry reflects the position at the date of filing. If the representative was changed after the last filing, the register may show a person who no longer holds authority. The filing date is visible. The effective date of any change after that date is not.

Where sources disagree, the discrepancy is reported as a finding, not resolved by inference.

Frequently asked questions

What does an authorised representative entry in a commercial register actually confirm?

It confirms that a named individual or entity was formally appointed to act on behalf of the company, as of the date of the filing. It confirms the scope of that authority to the extent the scope is recorded. It does not confirm that the authority is currently exercised, that it has not been restricted by a private agreement, or that the representative acts independently rather than on instructions from an undisclosed principal.

Is the authorised representative the same as the beneficial owner?

No. These are distinct legal categories recorded in different registers, where both registers exist. The authorised representative holds formal authority to act. The beneficial owner holds economic control. The same individual may hold both positions. Verification of one does not substitute for verification of the other.

Can internal restrictions on the representative's authority be discovered from public sources?

In some jurisdictions, restrictions must be filed with the commercial register to be effective against third parties. In others, internal restrictions bind only the parties to the agreement and do not appear in any public record. The applicable rule depends on the jurisdiction of incorporation and the type of restriction.

What happens when the authorised representative is itself a company?

The register records the entity. The natural person behind the entity is not visible from that entry alone. Closing the chain requires a separate query to the register of the jurisdiction where the representative entity is incorporated, and potentially further queries if that entity is also a holding structure.

How far back does the register record go?

This varies by jurisdiction. Some registers maintain complete filing histories accessible online. Others archive older filings in a form that requires a formal request. The availability of historical data is established at the outset of a verification exercise, before the query is submitted.

What is the difference between sole and joint authority?

A sole authorised representative can bind the company unilaterally. A joint mandate requires co-signature from one or more additional persons. The distinction is material for assessing whether a transaction was validly concluded. Where the register records the type of mandate, this is verifiable. Where it does not, the articles of association or a separate filing must be consulted.

Sources

National commercial registers (jurisdiction-specific) — accessed via official registry portals · verified 2026-09-01

Beneficial ownership registers (where access is available under applicable national law) · verified 2026-09-01

Filed financial statements and consolidated accounts (where disclosure obligations apply) · verified 2026-09-01

Regulatory approved persons registers (supervised sectors) · verified 2026-09-01

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Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.

Author: Katharina Berg — Partner, Central Europe, VLO Law Firm