A statutory delegation clause won't save you if you don't include the delegation decision itself with your bid
The Council of State rejects contractor De Cock's appeal because he had the board resolution granting his managing director signing power published in the Belgian Official Gazette but failed to include it with his bid for the City of Charleroi — and the contracting authority is under no obligation to search the Gazette on its own.
What happened?
In February 2018, the City of Charleroi tendered the renovation of three municipal buildings on rue Turenne and route de Mons. Contractor De Cock submitted a bid signed by his director D.D.M., accompanied by a power of attorney from managing director R.D.C. The power of attorney itself — drafted on company letterhead — referred only to R.D.C.'s capacity as 'administrateur délégué'. When the city services reviewed the bids, they went straight to article 17 of the company's articles of association: 'all acts binding the company, all powers and proxies must, to be valid, be signed by two directors.' The power of attorney bore one signature. Charleroi's conclusion: substantial irregularity, bid void. The contract went to M&M Sitty. De Cock challenged the award and produced two documents. One: article 16 of the articles of association, which expressly allows the board to delegate powers to one or more directors, with sub-delegation rights. Two: a board resolution of 15 February 2018, published in the Official Gazette of 22 March 2018 — the day before the bid opening — granting R.D.C. unlimited authority to sign all 'contrats, marchés et entreprises'. The problem: that 15 February resolution was not included with the bid. Section 9.4 of the specifications expressly required the agent to clearly state his mandate and provide 'proof that he has signing authority: the articles of association as well as any other useful document proving the mandate of the signatory'. The power of attorney itself made no reference to article 16 or to the delegation decision. From the bid file alone, the contracting authority faced articles requiring two signatures and a proxy with one. For the Council of State, that is enough. The specifications ask for 'any other useful document' — not only the mandate itself, but every document needed to prove the agent really had signing authority. De Cock should have included the delegation decision. And, the Council adds: De Cock cannot point to any legal provision or general principle requiring the contracting authority to search the Gazette annexes on its own initiative. The first ground is inadmissible. The second ground — claiming a general representation power under article 522, §2 of the old Companies Code — fails on the merits. Article 16 of the articles only allows internal delegation of management powers; article 17 is the true representation organ in the sense of article 522, §2, and it requires two signatures. A marginal note: the appeal itself was admissible. Charleroi had sent the reasoned decision by registered post to the company's former registered office in Marcinelle, while the bid form indicated the new office in Gosselies, and the email confirmation went to addresses not listed in the bid. No valid notification to the bidder means the 60-day appeal window never started. Cold comfort for De Cock, since the appeal is dismissed on the merits.
Why does this matter?
Signing authority is not a formality: alongside price, it is the first thing a contracting authority checks to qualify your bid as regular or void. Companies structured with delegations, sub-delegations or director-companies do not get the benefit of the doubt automatically. The lesson for bidders: include the entire delegation chain, and don't expect the authority to look up your Official Gazette publications. For authorities, this confirms: you may rely on what is in the bid, with no duty to investigate external sources.
The lesson
If your company has articles of association requiring multiple signatures for 'commitments' (article 17 style), but you operate in practice via a delegation to one director or manager: include EVERYTHING with your bid. Not only the articles and the power of attorney, but also the board resolution underlying the delegation — and, in the proxy itself, an explicit reference to the statutory article you rely on.
Ask yourself
Your bid is signed by a director or agent rather than by two board members. Does your 'powers / signing authority' annex contain three documents: (1) the current articles of association, (2) the proxy to the signatory and (3) the board resolution or delegation deed proving that the proxy-grantor was himself entitled to sign alone? If not: complete it before submission.
About this database
The Council of State (Raad van State / Conseil d'État) is Belgium's supreme administrative court. In disputes over public procurement — from contract awards to tenderer exclusions — the Council of State is the final arbiter. The rulings in this database are summarised by TenderWolf in plain language, with practical lessons for tenderers and contracting authorities. View all rulings →