# Duly Authorised > Duly Authorised means sanctioned by relevant [organisation] or a person entitled on its behalf. **Term:** Duly Authorised **Last updated:** 2026-07-29 ## Definition ## What Duly Authorised means in a contract Duly Authorised means that an act, most often signing a contract, was carried out by someone with proper authority to do it on behalf of a party. The word "duly" adds the sense of correctly and in accordance with the required process. When a contract states that a signatory is duly authorised, it is asserting that the person had the power to bind the organization and followed whatever internal steps that power required, so the party is genuinely committed by what was done. ### How authority is established Authority usually flows from an organization's governing documents and decisions: a company's constitution, a board resolution, a delegation of authority, or a power of attorney. It can be actual, expressly granted or reasonably implied, or apparent, where a party is held out as having authority even without an explicit grant. In practice the counterparty checks that the signatory sits within an approved chain of authority, which is why these questions typically fall to an organization's [governance function](https://www.genieai.co/legal-ai-for-teams/governance) to record and maintain. - Source: the resolution, delegation, or power of attorney conferring authority. - Scope: the specific acts the person is permitted to perform. - Process: any internal approvals that must be completed first. - Evidence: the documents a counterparty may ask to see to confirm authority. ### Where the term appears The phrase is a fixture of signature blocks, execution formalities, and the representations and warranties in almost every commercial agreement, where each party warrants that the person signing is duly authorised. It also appears in guarantees and other instruments that depend on valid execution, such as those discussed in guidance on drafting an [authorised guarantee agreement](https://www.genieai.co/blog/draft-an-authorised-guarantee-agreement), where the enforceability of the promise hinges on proper authority. ### Why the exact wording matters If a signatory was not in fact authorised, the agreement, or part of it, may be challenged as not binding on the party they claimed to represent. That risk is why counterparties insist on an express warranty of due authorisation and, for significant deals, on seeing the underlying resolution or delegation. The words shift risk: a party that warrants authority and turns out to have lacked it may face a claim, giving the other side comfort to proceed. Vague or absent authorisation language leaves the door open to later denial of the obligation. ### Actual versus apparent authority Authority to bind a party comes in more than one form, and the distinction matters when a deal is later questioned. Actual authority is genuinely conferred, expressly or by reasonable implication, on the person who acts. Apparent authority arises where a party allows someone to appear to have authority, so that a counterparty reasonably relies on that appearance even if the internal grant was missing or exceeded. A counterparty that wants certainty does not rely on appearances alone; it asks for evidence of actual authority. Confirming that a signatory was duly authorised, and seeing the resolution or delegation behind it, closes the gap between what a person seemed able to do and what they were in fact permitted to do. ### Drafting considerations State the warranty of due authorisation clearly, and for material transactions require evidence of authority such as a certified resolution or a power of attorney. Make sure the internal approvals the organization actually requires are completed before signing, so the representation is true when made under the law governing the contract. Where authority is delegated, keep the delegation current and within scope. A clear treatment of "duly authorised" protects both sides: it confirms the deal is genuinely binding and reduces the chance that a party can later disown what its representative agreed. ## Context ### Relevant circumstances - Establishing business partnerships - Licensing intellectual property - Hiring employees - Renting commercial property - Selling goods or services ### Relevant sectors - Real Estate - Technology - Retail - Healthcare ## Relevant contract types - [Sales Contract](https://www.genieai.co/en-us/template-type/sales-contract) - [License Agreement](https://www.genieai.co/en-us/template-type/license-agreement) - [Partnership Agreement](https://www.genieai.co/en-us/template-type/partnership-agreement) --- This is the Markdown representation of [https://www.genieai.co/en-us/define/duly-authorised](https://www.genieai.co/en-us/define/duly-authorised), provided for AI agents and crawlers. The HTML page is canonical. See [/llms.txt](https://www.genieai.co/llms.txt) for the full content map.