Executing a Power of Attorney for a Limited Liability Company in Singapore: A 101 Guide

Introduction

In Singapore, a Power of Attorney (POA) allows a company to legally delegate authority to another person or entity to act on its behalf. Whether handling legal transactions, signing contracts, or managing business operations, a properly executed POA ensures that your business can function smoothly—even when directors or key executives are unavailable.

However, executing a valid POA isn’t as simple as drafting a document and signing it. Singapore law has strict requirements on its form, execution, and enforceability. If done incorrectly, a POA may be legally invalid, exposing the company to disputes, unauthorized actions, or regulatory issues.

This guide breaks down the different types of POAs, when they are used, how they should be structured, and the execution process for a company to issue one validly under Singapore law.

What Is a Power of Attorney (POA) and Why Would a Company Need One?

A Power of Attorney (POA) is a legal document that allows a company to authorize another person (the “attorney-in-fact” or “donee”) to act on its behalf for specific purposes.

A company may issue a POA for:

• Executing Contracts & Agreements – Granting authority to a manager or legal representative to sign binding contracts.
• Property & Asset Transactions – Assigning an agent to handle property purchases, leases, or transfers.
• Banking & Financial Dealings – Allowing a finance officer to open or manage company bank accounts.
• Litigation & Legal Representation – Empowering lawyers to act on behalf of the company in court or arbitration proceedings.
• Regulatory Filings & Compliance – Authorizing third-party professionals (e.g., accountants, tax agents) to file company tax returns or regulatory submissions.

A properly executed POA provides efficiency and flexibility, but it must be carefully drafted to limit risks of unauthorized actions.

Types of Power of Attorney a Company Can Issue

There are different types of POAs, each serving specific purposes:

1. General Power of Attorney (Broad Authority)

• What It Covers: Grants wide-ranging authority to the attorney-in-fact to act on behalf of the company.
• When to Use: When the company needs someone to handle a broad range of legal and financial matters temporarily.
• Risk Factor: Higher risk of misuse since it allows broad decision-making powers.

2. Special (or Specific) Power of Attorney (Limited Authority)

• What It Covers: Grants authority for specific, well-defined purposes, such as executing a particular transaction.
• When to Use: When delegating limited tasks, such as signing a property lease or completing a government filing.
• Risk Factor: Lower risk, as it restricts the scope of authority granted.

3. Lasting Power of Attorney (LPA)

• What It Covers: Typically applies to individuals but can be used to appoint representatives to handle company affairs if a key person becomes incapacitated.
• When to Use: More common for individuals, but some companies may use similar internal mechanisms to prepare for loss of decision-makers.

Legal Requirements for a Company to Execute a Power of Attorney in Singapore

To ensure that a POA issued by a limited liability company (LLC) is legally valid, the following requirements must be met:

1. The POA Must Be in Writing

• A POA cannot be granted verbally—it must be documented in writing.
• It should clearly outline the specific powers granted, the duration of authority, and any limitations.

2. The Company Must Have Legal Authority to Issue a POA

• The company’s constitution (Articles of Association) must not prohibit the granting of a POA.
• The company’s board of directors must approve the execution of the POA.

3. Execution Formalities: How a Company Must Sign a POA

In Singapore, a company cannot sign a POA like an individual would. It must comply with the Companies Act and its internal governance structure.

• The POA must be executed under the company’s common seal (if required by the constitution) or signed by:
  • Two directors, or
  • One director and the company secretary
• If the company has a sole director, the director alone can sign, provided the company’s constitution allows it.
• A witness must be present when signing to confirm the execution.

4. Registration & Notarization Requirements

Some POAs require registration with Singapore’s High Court—particularly those related to property transactions.

• POAs dealing with real estate transactions must be registered with the Singapore Land Authority (SLA).
• If the POA is used overseas, it may require notarization and authentication under the Hague Apostille Convention.

5. Revocation & Expiry of a POA

• A company can revoke a POA at any time through a formal written revocation document.
• Some POAs expire automatically after a set period, while others remain valid until revoked.

Key Considerations & Risks in Granting a POA

While a POA can make business operations more efficient, companies should be aware of the risks:

1. Overreach by the Attorney-in-Fact

• If the POA is too broad, the appointed representative may make decisions that harm the company.
• Solution: Use a Special POA with clear limitations rather than a broad General POA.

2. Unauthorized Acts

• A poorly drafted POA could allow the attorney-in-fact to sign contracts or sell assets beyond their intended authority.
• Solution: Clearly define powers and duration in the POA document.

3. Liability & Accountability

• The company remains legally responsible for actions taken by its attorney-in-fact under a POA.
• Solution: Require the attorney-in-fact to report regularly to the board and include termination rights.

4. International Use of POAs

• A POA issued in Singapore may not be valid in foreign jurisdictions without additional steps.
• Solution: If the POA will be used overseas, ensure it is notarized and apostilled where required.

Final Thoughts

A Power of Attorney can be a valuable tool for businesses to streamline operations and delegate authority efficiently. However, if not executed properly, it can lead to unauthorized decisions, legal disputes, or even financial losses.

Before issuing a POA, companies should:

✅ Ensure the POA is correctly drafted with clear limitations. 
✅ Follow all execution formalities under Singapore law. 
✅ Register the POA if it involves real estate transactions. 
✅ Periodically review and revoke outdated POAs to prevent misuse.

By getting the legal and execution details right, businesses can ensure that their POAs are valid, enforceable, and aligned with their corporate interests.