Director-company, permanent representative, special mandate: Charleroi skipped the entire chain and wrongly voided the offer
The city of Charleroi declared the TAROS-TRBA offer null because it 'could not confirm' the signing power of the natural person who signed — yet the chain of director-companies, permanent representatives and special powers of attorney was right there in the offer's annexes.
What happened?
In 2022, the city of Charleroi launched a public works contract for road markings (maintenance and repairs), specifications no. 2022/VOIRIE/03. The temporary partnership TAROS-TRBA — composed of SRL TAROS and SA TRBA — submitted an offer. On 27 December 2022, the city's executive declared the offer null because it 'could not confirm' the signing authority of A.T., the natural person who signed. The offer was signed by A.T. in his capacity as 'permanent representative' (représentant permanent) of SRL ATACO. ATACO is a director of SRL TAROS. So for SRL TAROS: ATACO is the director; under art. 15, § 5 of ATACO's articles, ATACO — when acting as director of another company — is validly represented by its permanent representative, A.T. A.T.'s appointment as permanent representative was published in the Belgian Official Journal on 5 and 8 October 2020. For SA TRBA, the chain was more complex. SA GSD Invests is a managing director of TRBA, represented by P.S. as permanent representative. P.S. issued a power of attorney to A.T. to sign the offer for the Charleroi contract. The city argued that 'managing director' equates to 'managing director in charge of day-to-day management' and that signing a public procurement offer is not part of day-to-day management. Wrong, ruled the Council. Article 7:93 of the Companies and Associations Code provides that the board has external representation power, but that 'the articles may provide that the company is represented by one or more directors, acting alone or jointly'. Article 19 of TRBA's articles states: 'In all judicial and extrajudicial acts, the company is represented by a managing director.' No restriction to day-to-day management. Therefore: the managing director (GSD Invests, represented by P.S.) holds full external representation power, and P.S. could delegate it to A.T. by power of attorney. Article 19 also adds: 'The company is also validly bound by special agents acting within the limits of their special mandate.' The power of attorney to A.T. was precisely such a special mandate. The Council of State noted that all necessary supporting documents had been attached to the offer: the Official Journal publications, the articles, the power of attorney, and even an email from counsel explaining the reasoning in response to an earlier city clarification request. The city ignored those elements, and its later explanation in the observations note (about non-publication of consolidated articles and about the representation of GSD Invests) came 'too late' and was irrelevant. Moreover: post-hoc explanation cannot fix a motivation that was inadequate in the original decision. The city had not requested continuation after the suspension judgment of 23 February 2023 (no. 255,896). So the Council used the procédure abrégée (art. 17, § 6) and on 1 December 2023 annulled the decision voiding the offer.
Why does this matter?
Many bidders operate through complex corporate structures: holdings, director-companies, permanent representatives, ad hoc powers of attorney. This judgment is a warning to contracting authorities: don't summarily reject an offer because the signing power looks complicated at first glance. The Companies and Associations Code, combined with the articles of association and Official Journal publications, usually gives a simple answer — if you take the trouble to look. For bidders: make sure all links of the signing chain are attached to your offer, with explanation. And if the contracting authority hesitates: provide the additional explanation by email before the award decision — exactly as TAROS-TRBA did here.
The lesson
For contracting authorities: before you void an offer for an unauthorised signature, you must reconstruct the entire chain. Is the director a company → who is its permanent representative (Official Journal)? Is the natural person signing under a power of attorney → what does the power of attorney say? The bidder's articles → may a managing director represent the company alone 'in all judicial and extrajudicial acts'? Don't confuse 'managing director' with 'managing director in charge of day-to-day management' — they are two different statuses. For bidders: attach to every offer a short 'Representation Statement' with (1) the Official Journal publication of the management bodies, (2) the relevant article on external representation, and (3) any powers of attorney in the chain.
Ask yourself
You are a contracting authority about to reject an offer as 'irregular' over a signing-power doubt: have you (1) reviewed the Official Journal publications of the directors, (2) checked whether the articles confer individual representation power on (managing) directors, and (3) read any powers of attorney in the file? Did you ask the bidder for clarification before voiding the offer?
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 →