Who Can Sign for a Cyprus Company? Authority Before the Deal
From the Lecture Hall to the Boardroom | Why I Teach Business Law
A signature is the last visible step in a commercial decision. The question before it is more important: who has authority to commit the company to this particular deal?
For business owners, the aim is not to collect documents for their own sake. It is to know which company is contracting, which version has been approved and whether the person signing can commit that company to those terms.
A practical example
Consider a hypothetical supplier negotiating with a Cyprus company. A director agrees the price by email. The final agreement then adds a guarantee, a longer credit period and an exclusive supply obligation. A different employee is asked to sign.
Before treating the agreement as ready, ask whether the authority covers that final document and those additional commitments. Commercial agreement on price is not a substitute for checking the scope of the proposed signature.
What Cyprus law says
Section 33 of the Companies Law, Cap. 113, recognises company contracts made through persons acting with express or implied authority. Section 35 addresses documents signed under such authority and their effect without a common seal. A seal is therefore not a substitute for examining authority. [1]
Sections 146 and 147 of the Contract Law, Cap. 149, distinguish express authority from authority inferred from circumstances, including the course of dealings. Section 148 addresses the extent of an agent's authority. The assessment is not confined to a job title or one document. [2]
There is an important counterbalance. Section 33A of Cap. 113 protects third parties in specified dealings with company officers and restricts reliance against third parties on internal limits imposed by the constitution or company resolutions. An internal approval problem does not automatically mean that the company can escape its contract. The facts and the applicable protections require separate examination. [1]
Build a signing file, not a paperwork pile
Start with the exact legal name and registration number. Match these to the agreement and relevant current corporate records. Do not substitute a group trading name for the contracting entity.
Next, identify the proposed signatory and the authority relied upon. Depending on the transaction, the relevant evidence may include the constitution, a board resolution, delegated authority or a power of attorney. This is a proportionate evidence exercise, not a claim that every ordinary transaction needs the same document pack.
Then compare that authority with the final deal. Check the counterparty, document version, financial commitment and any guarantee, security, variation or continuing obligation. An approval of an earlier draft may leave an important question about the revised terms.
Finally, identify any transaction-specific execution, registration or completion requirements before setting the signing arrangements. The fact that someone can sign does not answer every question about what must happen after signature.
Keep internal approval and external enforceability separate
A useful review records two conclusions separately: what the company's internal approval process requires, and whether the transaction can bind it in its dealings with the other party.
For a counterparty, a missing resolution is a reason to investigate, not a complete legal opinion that there is no binding agreement. For a company, an internal restriction is not a safe assumption that an unwanted transaction can later be disowned.
Before you send the signature page
Prepare a short signing note identifying the company, document version, signatory, source and scope of authority, outstanding conditions and documents to retain. Resolve discrepancies before circulating the execution set.
This is the connection between teaching Business Law and using it: a commercial objective becomes more reliable when the people implementing it understand who may make the commitment and where its limits must be checked.
Continue the series
Sources and scope
[1] Companies Law, Cap. 113, sections 33, 33A and 35: consolidated legislation on CyLaw.
[2] Contract Law, Cap. 149, sections 146 to 148: consolidated legislation on CyLaw.
Sources checked on 26 September 2026. This article concerns Cyprus companies and general principles, not an opinion on any particular signature or transaction.
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General information only, not legal advice.
