Jurisdiction(s):
United Kingdom

Key definition

Power of attorney definition

What does Power of attorney mean? A power of attorney is a written instrument by which one person authorises another to act and sign on their behalf in defined matters or generally, commonly used in commercial transactions, property, banking and litigation. The person giving authority is the donor (Scotland: granter); the authorised person is the attorney (agent). Across the UK and Ireland, ordinary powers of attorney delegate authority but usually terminate on revocation, death or the donor’s loss of mental capacity. In England & Wales and Northern Ireland, an ordinary power must be executed as a deed by the donor and is widely recognised...

Corporate seller power of attorney (England and Wales): private share sale—authority to execute SPA and ancillary documents

Published by a LexisNexis Corporate expert

Precedents

1 Appointment and powers

We, [insert company name], incorporated in [England and Wales OR other] under no. [insert] (the Company), appoint on [insert date] [jointly and/or severally] [insert attorney name(s) and address(es)] to act for the Company regarding the proposed sale of [the entire/a substantial part/[insert]%] of the share capital of [insert target company name] to [insert buyer name] (the Proposed Sale).

Approve, sign, seal and deliver any documents the Attorney considers necessary, including the SPA, [lost share certificate indemnity], [pre‑emption waiver], [stock transfer forms], the Disclosure Letter, [Tax Covenant] and [other documents].
Call, waive notice of, attend and vote at shareholder meetings; appoint proxies; give or withhold consents; and, on Completion, appoint the Buyer as attorney until the Buyer or its nominee is registered.
Undertake any steps necessary or desirable to complete the Proposed Sale.
Delegate to an agent (with no power to sub‑delegate) and appoint, remove or revoke a substitute [with/without power of substitution].
The Company ratifies lawful acts and indemnifies the Attorney acting in good faith; irrevocable until [insert date], binding on successors; third parties need not enquire; acts valid until express notice; governed by the law of England and Wales; executed as a deed [per stated execution blocks]...

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Web page updated on 22/05/2026

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