What is a Certificate of Capacity for a Company Director?
The certificate of capacity for a company director is an attestation issued by a legal professional (such as a public notary) that guarantees the legal validity of a commitment made by the director on behalf of the legal entity (particularly companies) they represent as the legal representative.
Typically, the certificate of capacity is required by the individual or organization entering into a contract or agreement with the company represented by its director and/or benefiting from the commitment made by the director on behalf of the company. This certification ensures that the engagement or agreement entered into by the legal representative cannot be challenged due to the legal incapacity of the representative.
In the context of international transactions, the certificate of capacity may also include the certification of the representative’s signature and/or the certification of true copy documents related to the director (such as an identity card, passport) or the company they represent (such as general meeting minutes, articles of incorporation, power of attorney, etc.).
The certification of a company director’s capacity by a French public notary is valid for all companies headquartered in France. However, unless the notary has specific expertise in foreign law, a French notary cannot certify the capacity of the legal representative of a foreign company. In cases involving multinational corporate groups, the involvement of multiple legal professionals from different countries may be necessary.
The certificate of capacity can be used both in France and abroad. However, when it is intended for use abroad, the notary’s certification may need to be accompanied by an apostille or legalization, depending on the destination country.
The notarial office Chassaint & Cerclé Notaires in Paris (France) assists professionals (entrepreneurs or companies) in completing the necessary steps for obtaining a certificate of capacity for a company director. For more information, click here.
