Power of attorney to purchase company shares

Use the target's official records to identify its full legal name, legal form, registry and the interest being purchased. State whether the acquisition covers all ownership or a defined percentage and whether more than one seller is involved. Distinguish a share purchase from buying the company's assets. The representative's proposed authority should relate to the actual structure rather than an imprecise description of purchasing a business.

Confirm who grants the POA. For a corporate buyer, review its constitution and the signatory's authority to approve and delegate the acquisition. A director signing personally is not the same as the corporate entity investing. Keep the buyer's name and capacity consistent across the POA, internal approvals, transaction agreement and registry submission so that completion records identify the correct purchaser.

A POA should not be treated as permission to bypass due diligence. Decide who approves the findings on liabilities, licences, contracts, litigation, financial records and beneficial ownership. Explain which commercial terms have been authorised and which remain open. Authority to negotiate can be different from authority to sign an unconditional acquisition or accept changes to the purchase price.

If conditions must be met before completion, describe the relevant agreement and approval process in the drafting brief. Discuss how the principal will authorise any waiver or amendment and whether the representative can sign ancillary documents. Avoid leaving broad powers to accept unknown liabilities simply because a standard draft includes them. The final drafting must be reviewed alongside the actual transaction documents and registry process.

Identify the payment mechanism and who can release the purchase funds. Signing powers should be separated from borrowing, guarantees, receipt of refunds or handling escrow instructions. If financing is involved, the lender has a distinct documentation and approval process. The POA should not casually authorise additional financial commitments beyond the approved acquisition budget and contractual obligations.

Review the target's transfer restrictions, required consents and any relevant partner or shareholder rights with the appropriate adviser. The Commercial Companies Law distinguishes company types and share-transfer mechanisms, while free-zone rules can add their own procedures. The POA does not replace those steps. Confirm the registry's accepted form of authority and supporting documents before scheduling signature or payment.

Define the expected completion outputs: updated registry or ownership records, amended constitutional documents where required, share certificates and the completed contractual file. The signed transfer agreement alone should not be mistaken for every required registration step. Ask who will obtain the official evidence and how it will be checked against the buyer's approved percentage and identity.

Retain a closing record covering the authority used, payment evidence, consents and outstanding post-completion tasks. A change of ownership can leave separate licence, bank, governance or beneficial-ownership updates to address. Assign responsibility for each rather than assuming the agent's signing completes all administration. Review whether the POA remains needed once the defined transaction is complete.