Key takeaways
- A bank power of attorney allows a person to operate an SRL's account; it is distinct from the administrator's legal power of representation, which alone can grant it (art. 5:73 CAC).
- Two formats exist: the general power of attorney, broad but often capped by the bank, and the special power of attorney, limited to specific operations.
- The bank requires identification documents for the holder and the company as part of its anti-money-laundering due-diligence obligations.
- A bank power of attorney is revocable at any time by simple notice to the bank, with no publication in the Moniteur belge.
- It grants no power to represent the SRL towards third parties beyond operating the account.
As soon as an SRL opens its bank account, a practical question almost always comes up: who, besides the administrator, can sign a transfer or check the balance day to day? A bank power of attorney for an SRL in Belgium answers that need by organising a power to operate the account, without touching the company's legal power of representation. This article details who can grant it, the formats available, the banking formalities to expect, and how to revoke it.
What a bank power of attorney is and who can grant it on behalf of an SRL
A bank power of attorney is a mandate given by the SRL, acting through its management body, to a natural person (an administrator, an employee, an accountant, a director's spouse) to carry out operations on a given account. It organises a purely contractual relationship between the company, its holder, and the bank that keeps the account.
Only the management body, or an administrator who individually holds external representation power, can decide to grant such a power of attorney (art. 5:73 §2 of the Companies and Associations Code (CAC)). This representation power cannot be limited with effect against third parties, even by a published statutory clause: in practice, an administrator authorised to represent the SRL alone can therefore validly sign the bank power of attorney, unless the articles require a joint signature for this type of act and the bank enforces that requirement.
General or special bank power of attorney: what is the difference
Belgian banks generally distinguish two formats of power of attorney, which an SRL chooses based on the level of trust granted to the holder and the internal control it wants.
| General power of attorney | Special power of attorney | |
|---|---|---|
| Scope of operations | Broad: consultation, transfers, ordinary payments | Limited to operations identified in advance |
| Per-transaction cap | Often set by the bank or the granting decision | Precisely defined in the power-of-attorney deed |
| Typical use | Internal accountant, active shareholder, the director's right hand | External provider, one-off operation, dual signature |
| Oversight by the management body | Periodic, via statements | Reinforced, operation by operation |
A general power of attorney suits a person who manages the account day to day on the company's behalf: it spares the administrator from signing every payment, but it assumes established trust, since the holder commits the SRL's cash within the set limits. A special power of attorney frames a one-off need or an external provider (an accounting firm, a payroll office) given consultation access or a capped payment power, without handing over broad access to the account.
Some SRLs organise a dual signature: two holders must jointly approve an operation above a certain amount. This is an internal governance choice and must be formalised with the bank, which then adjusts its controls accordingly.
Formalities for setting up a bank power of attorney
Setting up a bank power of attorney follows a fairly stable path from one bank to another, even though each institution has its own forms.
- 1
Decision of the management body
InternalThe authorised administrator, or the management body in session, decides to grant the power of attorney and sets its scope (general or special, any cap).
- 2
Identification of the holder
At the branch or onlineThe bank asks for the designated holder's identity document and checks their link with the company, as part of its customer due-diligence obligations.
- 3
Signing the power-of-attorney form
Day 1The authorised administrator(s) sign the bank's standard form, which sets out the scope of the powers granted and, where applicable, the per-transaction cap.
- 4
Activation and delivery of access means
A few daysThe bank activates the power of attorney and gives the holder their own means of accessing the account (card, online access), separate from those of the account holder.
The documents generally requested include a recent extract from the Crossroads Bank for Enterprises, the articles of association or the deed appointing the administrators attesting the signatory's status, and the holder's identity document. A foreign or non-resident holder may be subject to further checks depending on the bank's due-diligence policy.
Support for your SRL governance
Monsiegesocial supports SRL directors in Belgium on company domiciliation, incorporation and the day-to-day organisation of governance.
Anti-money-laundering vigilance: what the bank checks
Setting up a bank power of attorney falls under the due-diligence obligations that the law of 18 September 2017 on the prevention of money laundering imposes on credit institutions. The bank must identify and verify the identity of the client company, but also of any person acting on its behalf, which covers the holder designated by a power of attorney.
This vigilance explains why a bank may ask for an update of power-of-attorney documents after a change of administrator, or refuse an operation if the holder's identity has not been properly verified. The anti-money-laundering procedures apply to the SRL's entire banking relationship, powers of attorney included.
Liability in case of misuse of the bank power of attorney
A bank power of attorney splits liability between two distinct relationships, which must be kept separate to understand who answers for what.
Towards the bank, the SRL remains bound by the operations the holder carries out within the limits of the power of attorney, even if that use contradicts internal instructions given by the management body. The bank does not have to verify compliance with an internal arrangement it is unaware of: only the formal scope of the power of attorney it has registered counts.
Towards the SRL, the holder answers for their faults in carrying out the mandate under the ordinary rules governing mandate: using the power of attorney against the instructions received, or for purposes unrelated to the company's interest, engages the holder's personal liability and may, depending on the facts, justify a claim for damages or even a criminal complaint for misappropriation of funds. Where the holder is also an administrator, such misuse may additionally be characterised as mismanagement under the administrator liability regime.
Revoking a bank power of attorney
A bank power of attorney follows the ordinary rules of mandate: the principal, here the SRL represented by its management body, can revoke it at any time, with no need to justify the decision or respect any specific statutory notice period.
Steps to revoke a bank power of attorney
Formal decision of the management body
Record the revocation decision, ideally in writing, to keep a trace in case of a later dispute.
Immediate notice to the bank
Revocation only takes effect against the bank once it has been informed; as long as it is unaware, the holder can still commit the account.
Return of the holder's access means
Any card, online access, and payment means given to the holder must be deactivated or returned.
Checking ongoing operations
Make sure no standing order or direct debit mandate set up by the holder remains active without oversight after the revocation.
Revoking a bank power of attorney is not published in the Moniteur belge, unlike the appointment or removal of an administrator: it remains an internal matter between the SRL and its bank. A change of administrator authorised to represent the company generally leads, in practice, to a review of existing powers of attorney by the bank, which may request confirmation of the powers in place.
Going further
- Administrator mandate in a Belgian SRL: powers, remuneration and liabilities of the administrator who grants the power of attorney
- Delegation of daily management in an SRL: the broader management power a bank power of attorney is sometimes compared to
- FPS Finance, anti-money-laundering prevention: the official framework for the due-diligence obligations applicable to financial institutions
