# Official Business

> Official Business means any matter a [governmental body] has [authority], [administrative duties], or [advisory duties] over.

**Term:** Official Business  
**Last updated:** 2026-07-29

## Definition

## What Official Business means in a contract

Official Business means any matter over which a governmental body or organization holds authority, administrative duties, or advisory duties. The term marks activity carried out in an authorized, public, or representative capacity, as opposed to a person's private affairs. Defining it draws a line that other clauses rely on, deciding when someone is acting for the body and when they are acting for themselves.

### How it is defined

A definition of Official Business usually anchors to a named body and to the powers that body actually holds: a matter the governmental body has authority, administrative duties, or advisory duties over. Good drafting lists or references the categories of activity that qualify, so the line between authorized and personal conduct is not left to argument. It often works alongside a grant of authority elsewhere in the document that says who may act, and within what limits. The distinction the definition draws is usually one of capacity rather than location: the same person can be on Official Business at one moment and acting privately the next, so the test looks at the purpose and authority behind the act, not merely where or when it happens. Well drafted definitions therefore focus on the nature of the matter and the role of the person involved, and avoid open-ended phrases that could sweep in almost anything the person does.

### Where the term appears

The concept is central wherever someone acts on behalf of an entity. It appears in an [advisory agreement](https://www.genieai.co/en-us/template-type/advisory-agreement), where the scope of advice given in an official capacity must be separated from personal opinion, and in instruments that confer power, such as a [letter of authority](https://www.genieai.co/en-us/template-type/letter-of-authority) that authorizes a named person to act on defined matters. It also underpins expense, travel, indemnity, and conduct clauses, where cover applies only to acts done on Official Business.

### Why the exact wording matters

The definition decides real consequences: who is liable, whose expenses are reimbursable, and whose acts bind the organization. Precise wording matters because:

- Liability and indemnity often extend only to conduct within Official Business, so the boundary sets who bears a loss.
- Authority to bind the body may exist only for official matters, protecting it from unauthorized commitments.
- Reimbursement and use of resources are usually limited to official activity, which controls misuse.

If the term is drawn too broadly, private acts can be swept in and the organization may be exposed; if drawn too narrowly, legitimate work may fall outside its protections.

### Drafting considerations

Tie Official Business to defined duties and to the person's role, and cross reference the clause that grants and limits authority so the two read together. Where authority is delegated down a chain, the same discipline applies as when you [create a delegation of authority form](https://www.genieai.co/blog/create-a-delegation-of-authority-form), recording exactly which matters pass to whom. For [governance teams](https://www.genieai.co/legal-ai-for-teams/governance), a tight definition is what keeps decision rights clear and prevents individuals from acting beyond their mandate. It also helps at the enforcement stage, because if a dispute arises over whether a particular act bound the organization, the parties can point to a defined boundary rather than argue from first principles. Because the powers and duties of a public body are set by the law governing the contract, the definition should track those legal powers rather than restating them incorrectly, and should be reviewed whenever those powers change.

## Context

### Relevant circumstances

- When a public body acts within its statutory or delegated authority
- If activity falls within an organisation's administrative or advisory remit
- Where misuse of public resources outside official business may attract sanctions

### Relevant sectors

- Legal Services
- Business Services
- Commercial Contracts

## Relevant contract types

- [Advisory Agreement](https://www.genieai.co/en-us/template-type/advisory-agreement)
- [Letter of Authority](https://www.genieai.co/en-us/template-type/letter-of-authority)

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