A power of attorney (POA) is a written authorization to represent or act on another’s behalf in private affairs, business, or some other legal matter.
Armenian law does not require the principal (the person authorizing another to act) to give a POA in the form of a single document. But in practice it is almost unheard of to have the agent’s (the person authorized to act) powers stipulated in two or more documents (e.g. a POA by title and another document certifying that an individual indeed has the title in question). Banks are used to work with POAs drafted as single documents entitled “power of attorney” and identifying the agent(s) in person. Thus, although it may be argued that a POA by title is not in itself contrary to Armenian law, it is very likely that financial institutions will not accept them and will require standard individual POAs.
For a POA to be valid in Armenia, it has to contain the following:
- date of issuance (in Armenia, the term of validity of a POA cannot exceed 3 years, and if the term of validity is unspecified, the POA is valid for only 1 year). In order to minimize error or fraud risks, the dates are usually written in letters.
- Information identifying the principal and the agent. In practice, for legal entities a full name is enough for sufficient identification (although the legal address, the registration and/or taxpayer numbers are often present, too), for individuals, in addition to their full name, it is common to provide residence address, birth date, and the type and number of the ID used to identify them (passport or identification card for Armenian citizens, and passport, travel document or residence card for foreign citizens).
- Scope of powers of the agent (it is acceptable to specify which actions the agent is particularly prohibited from taking).
- Signature of the principal (normally the signature has to be handwritten, but third parties may accept facsimile copies as well. The signature of the agent is not required, but sometimes parties prefer to have it on the POA to make it easier for third parties to check its authenticity).
There are no notarization requirements in Armenia, unless the very transaction for which the POA is given (e.g. sale of real estate) has to be notarized. Sometimes the principal may choose to have the POA notarized even if such notarization is not required by law. In practice, POAs executed in foreign countries are expected to be notarized and legalized with an apostille. Also, it is customary to have the POA stamped by the stamp of the legal entity issuing the POA even though there is no such legal requirement.
In practice it is also common to indicate the place of issuing the POA. In the context of international transactions this may be particularly important because according to the Armenian Civil Code, the form and the term of validity of a POA is governed by the law of the country where the POA was executed. At the same time, failure to execute a POA in accordance with applicable foreign law shall not result in nullity of the POA as long as the requirements of the Armenian law are satisfied.
The power to sign a POA on behalf of a company belongs to the director (CEO) of the company or another person specified in the articles of association. If the signatory acts on the basis of a POA (e.g. a director of a branch office) they may transfer their powers (issue a sub-POA) to another person if the authority to give sub-POAs is specifically mentioned in the POA or if the circumstances force them to act in this manner to protect the interests of the principal. A sub-POA has to be notarized in order to be valid.