Dutch Civil Code

Book 3 Property law in general

Title 3.3 Procuration (power of attorney)

Article 3:60 Definition of 'procuration'
- 1. A 'procuration' (or 'power of attorney') is the authority granted by a person, the principal, to another person, the representative (agent), to perform one or more juridical acts in the name of the principal [and, with that, immediately for account of that principal].
- 2. Where the statutory provisions of this Section refer to (the performance of) a juridical act, this includes an action solely existing of receiving a declaration or statement of someone else.

Article 3:61 Opposite party acted in good faith
- 1. A procuration may be granted explicitly or implicitly.
- 2. If a juridical act has been performed in the name of another person, then it is not possible towards the opposite party, who assumed and in the given circumstances reasonably could have assumed on the basis of a statement or the behaviour of that other person that an adequate authority for representation was granted, to appeal to the incorrectness of this assumption.
- 3. If a procuration, which has been made public in accordance with statutory provisions or common practice, includes restrictions which are so unusual that the opposite party did not have to expect their presence, then it is not possible towards this opposite party to appeal to these restrictions, unless the opposite party actually knew of their existence.

Article 3:62 General and specific procurations
- 1. A general procuration is a granted authority for representation that covers all affairs of the principal and all possible juridical acts, with the exception of those that are excluded unambiguously. A general procuration only covers the power to perform acts of disposition (acts of conveyance) if the principle has stipulated unambiguously in writing that it covers as well this kind of juridical acts.
- 2. A specific procuration that has been granted in general wording, only covers the power to perform acts of disposition (acts of conveyance) if the principle has stipulated this unambiguously. Nevertheless, a procuration that has been granted in order to accomplish a specific goal, covers all administrative acts and all acts of disposition (acts of conveyance) that may be useful to reach that goal.

Article 3:63 Assignment of authority for representation and legal incapacity to perform juridical acts
- 1. The fact that someone misses the legal capacity to perform juridical acts for himself, does not make him legally incapable to act as representative of someone else.
- 2. When a procuration is granted by a principal who misses the legal capacity to perform juridical acts for himself, then a juridical act performed by a representative on the basis of that procuration is in the same way valid, null and void or voidable as when this act would have been performed by the incapable principal himself.

Article 3:64 Substitution
Unless the principal has provided otherwise, a representative may only grant the received authority for representation to another person:
a. as far as the right to do so necessarily arises from the nature of the juridical act that has to be performed or as far as this is in line with common practice;
b. as far as this is necessary in view of the interests of the principal and the principal is unable to take the required measures himself;
c. as far as the procuration concerns assets which are located outside the country (State) in which the representative has his domicile.

Article 3:65 Joint procuration (joint authority for representation)
Where a procuration is granted to two or more representatives jointly, each of them may perform the involved juridical act independently, unless provided otherwise.

Article 3:66 Effects of representation and the validity of the performed juridical act
- 1. A juridical act, performed by a representative in the name of his principal within the limits of his authority, only produces legal effects for this principal.
- 2. Insofar the presence or absence of a legally required will (intention) or of a defective will or of the knowledge of facts is important for the validity or legal effects of a juridical act, account is taken of the position of the principal, the representative or of both of them, always in proportion to the degree in which each of them has influenced the creation of the performed juridical act and its content.

Article 3:67 The name of the principal is to be revealed later
- 1. A representative who has entered into an agreement in the name of a principal whose identity will be revealed later, must mention the name of his principal within a period set by law, agreement or common practice, or, when such guidelines are absent, within a reasonable period.
- 2. When the representative does not mention the name of the principal in time, he will become a party to the agreement himself, unless the agreement implies differently.

Article 3:68 Representative performs the involved juridical act with himself
Unless agreed differently, a representative may only then operate - within the to be performed juridical act - as the opposite party of his principal when the content of that act has been determined so precisely that a conflict between the interests of the representative and the principal is impossible.

Article 3:69 Ratification
- 1. When someone, as representative, has performed a juridical act in the name of another person without having the authority to represent him in this way, then this other person may ratify that juridical act and, with that, give it the same legal effects as when it would have been performed on the basis of an adequate authority for representation.
- 2. Where a procuration has to be granted in a specific form, this formal requirement applies as well to a ratification as meant in the previous paragraph.
- 3. A ratification has no effect if, at the moment on which it occurs, the opposite party already had made clear that he regards the juridical act as invalid because of the absence of a sufficient procuration, unless the opposite party, at the moment on which the juridical act was performed, knew or in the circumstances reasonably should have known that no adequate authority for representation existed.
- 4. Any person with an immediate interest may set a reasonable period to the person in whose name the juridical act was performed, to ratify this juridical act. He does not need to accept a partial or conditional ratification.
- 5. Rights granted by the principal to third parties prior to the ratification of the juridical act will be respected.

Article 3:70 Vouching for the existence of an adequate procuration
A person who acts as someone's representative, vouches towards the opposite party for the existence and extent of a procuration, unless the opposite party knew or should have understood that an adequate authority for representation was missing or unless the representative had informed the opposite party about the full content of the procuration.

Article 3:71 Proof of the existence of a procuration
- 1. Statements made by a representative may be rejected by the opposite party as invalid if the opposite party had asked the representative immediately for proof of his procuration and, in spite of this, the opposite party did not receive without delay either a written document from which this procuration follows or a confirmation of the principal of the existence of that procuration.
- 2. Proof of the existence of a procuration in the sense of the previous paragraph may not be demanded if the principal already had given notice of the existence of the procuration, if the procuration already had been made public in accordance with statutory provisions or common practice or if the procuration follows from an employment of which the opposite party was aware.

Article 3:72 End of a procuration
A procuration ends:
a. when the principal dies, when he is put under adult guardianship, when he gets bankrupt or when he falls under the Debt Repayment Scheme for Natural Persons;
b. when the representative dies, when he is put under adult guardianship, when he gets bankrupt or when he falls under the Debt Repayment Scheme for Natural Persons, unless provided otherwise;
c. when the principle has revoked the procuration;
d. when the representative has terminated the procuration that was granted to him.

Article 3:73 Remaining powers at the former representative after a procuration has ended
- 1. When the principal dies or is put under adult guardianship, the representative nevertheless remains authorised to perform the juridical acts, falling within the scope of his former procuration, as far as their performance is necessary for the administration and management of the principal's enterprise.
- 2. When the principal dies or is put under adult guardianship, the representative nevertheless remains authorised to perform juridical acts, falling within the scope of his former procuration, as far as their performance cannot be postponed without causing damage [to the principal]. The same provision applies when the representative himself has terminated the procuration that was granted to him.
- 3. The authority for representation mentioned in the previous paragraphs ends one year after the principal has died or was put under adult guardianship or, respectively, one year after the representative has terminated his procuration.

Article 3:74 Irrevocable procuration
- 1. As far as a procuration is granted with the intention to perform a juridical act in the interest of the representative or of a third party, it is possible to stipulate that it is irrevocable or that it does not end when the principal dies or is put under adult guardianship. When a procuration has been made irrevocable, this automatically means that it does not end when the principal dies or is put under adult guardianship, unless something differently has been agreed upon.
- 2. When a procuration contains a stipulation as meant in the previous paragraph, the opposite party may assume that the conditions which the law has set for the validity of such a stipulation are met, unless the contrary is clearly recognizable to him.
- 3. A representative to whom an irrevocable procuration has been granted in accordance with the first paragraph, may grant this authority for representation again to another person by granting him a procuration for this purpose, even in situations which are not covered by Article 3:64, unless something differently has been agreed upon.
- 4. Upon the request of the principal, his heirs or his legal guardian, the District Court may, for compelling reasons, change or end the irrevocable character of a procuration.

Article 3:75 Means of proof and the ending of a procuration
- 1. After a procuration has ended, the representative must, upon the request of the principal, return all documents through which the existence of that procuration could be proven or he must allow the principal to make a note on these documents indicating that the involved procuration no longer exists. Where the procuration has been laid down in a notarial deed, the notary makes, upon the request of the principal, a note on the original copy of the deed, that is still in possession of the notary, indicating that the involved procuration has ended.
- 2. Where it is to be feared that the former representative will continue to act in the name of the principal even after his procuration has ended, the principal may request the court for provisional remedies to announce the end of that procuration in public, with the result that its ending can be invoked against everyone. No appeal is open against an awarding decision of the court as meant in the previous sentence.

Article 3:76 Rules for protection of third persons after a procuration has ended
- 1. A cause that has ended a procuration may only be invoked against an opposite party who had no knowledge of the end of that procuration nor of the cause which ended it:
a. if the end of the procuration or if the cause that ended it, has been reported to the opposite party or has been announced publically in a way which, according to statutory provisions or common practice, has the effect that the principal may invoke the end of that procuration to the opposite party;
b. if the death of the principal is widely known;
c. if the employment from which the procuration resulted [explicitly or tacilty], has ended in such a way that this must have been noticeable for third persons;
d. if the opposite party was not given notice of the procuration other than through a statement of the representative.
- 2. Where a former representative, in a situation as meant in the previous paragraph, continues to act in the name of the principal even after his procuration has ended, he is liable for damages towards the opposite party who was not aware of the end of the procuration. The former representative is, however, not liable if he did not know nor should have known himself that his procuration had ended.

Article 3:77 Juridical acts validly performed by a representative after the principal's death
When, in spite of the death of the principal, the representative has performed a valid juridical act in the name of the principal, the principal's heirs as well as the opposite party are bound by this juridical act as if it had been performed validly during the life of the principal.

Article 3:78 Applicability of some provisions to forms of representation not grounded on a procuration
Where a person performs juridical acts in the name of someone else, although not on the basis of a procuration as meant in the present Section, but on another legal basis, Articles 3:63 paragraph 1, 3:66 paragraph 1, 3:67, 3:69, 3:70, 3:71 and 3:75 paragraph 2 apply accordingly, as far as the law does not implicate otherwise.

Article 3:79 Applicability of the present Section to forms of representation outside the field of property law
The statutory provisions of this Section apply accordingly outside the field of property law as far as the nature of the juridical act or of the legal relationship does not oppose to this.