Certification Of Authorization By Principal Template for the United States

A Certification of Authorization by Principal is a written statement that formally establishes an agency relationship under United States law. When you need someone to act on your behalf in business matters, this certification sets out the framework to delegate specific powers while protecting everyone involved. It serves as proof that you, the principal, have granted authority to another person or entity (the agent) to represent your interests in defined circumstances, and third parties use it to confirm that authority before they proceed.

What is a certification of authorization by principal?

It is a signed, often notarized statement in which a principal certifies that a named agent has authority to act for them. The certification typically names both parties, describes the specific acts the agent may perform, states when the authority takes effect, and confirms the principal has not revoked it. It is frequently used alongside a power of attorney or a corporate resolution, functioning as an agent certificate that a bank, title company, or counterparty can keep on file.

When do you need this document?

You need this certification whenever a counterparty requires written proof of authorization before a significant transaction or filing. Common scenarios include:

• Authorizing a partner or officer to sign contracts on behalf of a company.
• Allowing a financial representative or attorney-agent to manage accounts or a portfolio.
• Confirming an agent's power to close a real estate deal or complete a banking operation.
• Serving the certificate on a third party who will not act on the agent's word alone.

A counterparty will often search their records and ask for this certificate before they rely on the agent, so keeping a current, accurate version on hand keeps deals moving.

What should the certification include?

Several elements deserve precise drafting:

• Scope of authority. Define exactly what the agent may and may not do, so the grant is neither too narrow to be useful nor so broad it creates risk.
• Duration and effective date. State when the authority begins and when it ends. Open-ended authority raises liability.
• Revocation. Explain how and when the principal can revoke the authority, and what event terminates it.
• Identification. Name the principal and agent in enough detail to prevent confusion or misrepresentation. Include contact details such as a phone number and email so a third party can verify who is acting.
• Certification under penalty of perjury. A statement, to the best of the principal's knowledge, that the authority remains in force and has not been terminated. In many jurisdictions the principal certifies these facts under penalty of perjury.

Because agency relationships create fiduciary duties, it helps to confirm the agent's role aligns with the principal's interests and to address any conflicts up front, including any concern about undue influence over the principal at the time of signing.

Agent's certification and power of attorney authority

Where a power of attorney sits behind the grant, the person acting is the power of attorney agent, and the certificate should set out the agent's power of attorney authority in plain terms. In some documents the agent will also certify facts personally: an agent's certification under penalty of perjury confirms that the power of attorney remains valid, that the principal is alive and has not revoked it, and that the acts fall within the granted authority. When the certificate names a successor agent, it should say who steps in and on what contingency (for example, if the first agent resigns, dies, or is unable to act). Spelling out that a contingency has occurred, and having the agent certify that fact, gives the bank or counterparty a clean record to rely on.

How is a durable power of attorney different?

A standard power of attorney ends if the principal becomes incapacitated. A durable power of attorney is written to continue through incapacity, so a certification tied to one should reflect whether the underlying grant is durable. Naming the type in the certificate tells a third party whether the authority survives a later event such as illness. Where the arrangement involves managing assets, the authority may run alongside a trust rather than a standalone POA, and the certificate should say which instrument controls. For related delegation documents, see the independent contractor agreement when the arrangement is a services engagement rather than an agency grant.

How do you revoke or terminate the authority?

Authority usually ends on a stated date, on completion of the specified task, on the principal's revocation, or on an event named in the underlying instrument, such as the principal's death. To revoke, the principal signs a written revocation, gives notice to the agent, and notifies any third party or institution that received the original certificate. Under some statutory schemes, chapter provisions of a state's power of attorney act set out the form and timing for revocation, so it is worth checking the requirements in the relevant state.