Representative Capacity Undertaking Form

Jurisdiction: Canada (Alberta)

What is a Representative Capacity Undertaking Form?

A Representative Capacity Undertaking Form is a short legal document you sign when you act on someone else’s behalf. It confirms who you represent, the scope of your authority, and your promise to stand behind that authority. You use it to reassure the other party that they can rely on your signature and the documents you produce.

In plain terms, you sign this form when you are not signing for yourself. You might be signing for a company as a director. You might act for an estate as the executor. You might sign for an adult under an enduring power of attorney. You could be a trustee, a receiver, a property manager, or a partner in a partnership. The form tells the other side what your role is. It explains where your authority comes from. It commits you to provide proof and to notify them if your authority changes.

The form has two main jobs. First, it gives the counterparty a clear basis to rely on your signature. Second, it allocates risk if your authority is not valid or exceeds its limits. It does this through statements of fact (representations and warranties) and promises (undertakings and indemnities). You confirm that your principal exists, that you have the power to sign, and that you will provide evidence. You usually promise to indemnify the counterparty if your authority turns out to be defective.

Who typically uses this form?

Business owners and corporate officers use it when signing contracts. Executors and administrators use it in estate sales or releases. Attorneys under an enduring power of attorney use it with banks and service providers. Trustees use it for trust transactions. Property managers use it for leases or service agreements. Receivers, monitors, and liquidators use it when managing assets. Law firms may ask you for it before accepting instructions that bind someone else.

Why would you need this form?

The other party may not know you or your client. They want a simple document they can file that confirms your authority. It helps their compliance, audit, and risk controls. It protects them if your authority is revoked or limited. It also helps you by setting clear boundaries so you do not take on open-ended personal risk beyond what is required.

Typical usage scenarios

• A director signs a commercial lease for an Alberta corporation.
• The landlord wants assurance the director can bind the company.
• An executor sells a home from an estate.
• The buyer’s lawyer asks for confirmation that probate is granted and still in force.
• A daughter holds an enduring power of attorney for her parent. She signs banking forms and provides this undertaking to the bank.
• A trustee signs a construction contract for a trust. The contractor asks for proof of the trust deed and trustee powers.

In each case, the form reduces uncertainty and speeds up the transaction.

When Would You Use a Representative Capacity Undertaking Form?

You use the form anytime the person signing is different from the person who will be bound by the document. This is common in Alberta business and personal transactions.

Consider a corporate deal. You are the CFO of an Alberta corporation. You want to sign a software license and a financing agreement. The vendor and lender want comfort that you can commit the corporation. Your bylaws and a board resolution may give you that authority. The undertaking tells them you have that authority and that it has not been revoked. It also promises to deliver copies of the resolution if requested.

Consider real estate. You manage a company that is buying a warehouse. The purchase agreement and the land transfer will be signed by you on behalf of the company. The seller’s lawyer wants to confirm your role. They ask for an undertaking that includes the company’s legal name, your title, and the resolution authorizing the purchase. If a power of attorney is involved, the form identifies the power of attorney and confirms it is in force.

Consider estates. You are the personal representative of a deceased person. You need to sell a vehicle and close a bank account. The dealership and the bank ask you to prove your status. You attach the grant of probate and sign the undertaking. You confirm the grant remains valid and that there are no court orders limiting your powers.

Consider incapacity planning. You hold an enduring power of attorney for your parent. You need to sell an investment and sign a care home contract. The investment firm and care home ask for assurances. You sign the undertaking and attach a certified copy of the power of attorney. You confirm it has not been revoked and that any conditions in it (for example, a capacity assessment) have been met.

Consider trusts. You are a trustee and need to enter a construction contract for a trust-owned property. The contractor wants confirmation they can rely on your signature. You sign the undertaking and provide extracts of the trust deed showing your powers and the appointment of trustees.

Consider litigation and settlements. You are a litigation representative for a minor. You negotiate a settlement and need to sign a release. Defence counsel wants proof of your appointment and capacity to bind the minor. You sign the undertaking and attach the court order or statutory authority. You confirm any court approvals required for the settlement have been obtained or will be obtained.

Typical users vary. A landlord requests the form from a corporate tenant’s signing officer. A lender requests it from a borrower’s director. A title insurer requests it from a power of attorney holder in a land deal. A municipality asks a project manager to confirm authority to pull permits on behalf of a developer. An insurer asks an estate administrator for it before paying out policy proceeds. The thread is the same. One party needs to rely on someone else’s authority to act for the principal.

Legal Characteristics of the Representative Capacity Undertaking Form

The form is a binding contract under Alberta law if it has the core elements of a contract. Those elements are offer, acceptance, consideration, and an intention to create legal relations. The undertaking offers assurances and promises. The counterparty accepts by signing or by proceeding in reliance. Consideration often appears as the counterparty’s agreement to transact or to accept your signature in place of the principal’s. Many forms state this explicitly. The intent to be bound is clear from the language and signature.

The form improves enforceability by combining statements and promises. Your representations and warranties are factual statements about your authority and status. If these statements are untrue, the counterparty may claim misrepresentation or breach of warranty. The undertakings and indemnities are promises to do or not do certain things. If you break these promises, the counterparty can enforce them as contractual obligations. This structure complements general agency law. Under agency law, if you act without authority, you can be personally liable for a breach of warranty of authority. The undertaking reduces debate about that by spelling it out.

What ensures enforceability?

Clarity in drafting supports enforceability. The form should identify the principal by legal name and type of entity. For corporations, include the corporate number and jurisdiction of incorporation. For estates, include the deceased’s name and date of death. For trusts, name the trust and trustees. For a power of attorney, include the donor’s name and the date of the instrument. State your role and how you were appointed. Describe the transaction or document to which the undertaking applies. If you intend the assurances to be ongoing for future documents, say so. If the assurances apply only to a specific document, say so.

Attach or reference authority documents. Examples include a board resolution, a certificate of incumbency, a grant of probate, a trust deed, a partnership agreement, or an enduring power of attorney. If the document is sensitive, you can attach extracts that prove the point. The form should allow for that and commit you to produce full copies on request. If you rely on a court order, ensure it is sealed or certified if needed. If you rely on a power of attorney, confirm that its conditions have been satisfied and that the donor is alive if required by the instrument.

Execution formalities matter. Most undertakings only need a signature by the representative and acceptance by the counterparty. Some recipients may insist on witnessing or notarization. That is common when the undertaking supports real estate filings or when an organization’s policy requires it. If the undertaking supports a land transaction, note that the Land Titles Office may require specific statutory forms for transfers, mortgages, or powers of attorney. This undertaking does not replace those forms. It supplements them by allocating risk between you and the counterparty.

The form does not create authority you do not have. It records and confirms authority that exists elsewhere. You must ensure your authority is real, current, and within scope. If your principal is a corporation, confirm it exists and is in good standing. If your authority depends on a board resolution, confirm the resolution has not been amended or revoked. If you act under a power of attorney, confirm it is in force and that any event that would terminate it has not occurred. If you are a trustee, confirm your powers cover the transaction at hand.

Privacy and confidentiality deserve attention. You can limit disclosure of personal or confidential information by redacting non-essential details. You can present extracts rather than full documents if they show the key facts. The undertaking can include a confidentiality clause to protect attachments. It can also limit the use of your information to the transaction at hand. That still must align with the counterparty’s legal and regulatory needs.

Finally, think about scope and limits. Your indemnity should be limited to losses caused by your lack of authority or breach of the undertaking. You should not accept liability for the principal’s unrelated obligations. The form can exclude indirect or consequential losses if you negotiate this. If your authority is limited in time or amount, state the limits. If other approvals are required, such as court approval of a minor’s settlement, make the undertaking conditional on those approvals.

How to Fill Out a Representative Capacity Undertaking Form

Follow these steps to complete the form accurately and avoid delays.

1) Title and date

• Insert “Representative Capacity Undertaking” at the top.
• Add the date you sign. Use the Alberta date format you use in other documents.

2) Identify the parties

• Name the principal with full legal name and status. For a corporation, include the corporate number and jurisdiction. For a trust, use the trust’s name and list trustees. For an estate, state “Estate of [Name], deceased [date].”
• Name yourself as the representative. Include your full name, address, and your title or role.
• Name the counterparty. This is the person or entity relying on your authority. Include their legal name and address.

3) Describe your capacity

• State the capacity in which you act. Examples: “Director and authorized signing officer,” “Attorney under Enduring Power of Attorney dated [date],” “Personal Representative under Grant of Probate dated [date],” “Trustee under [Trust Name] trust deed dated [date].”
• If there are conditions in your authority document, confirm they have been met. For example, note a capacity assessment condition in a power of attorney.

4) Describe the transaction or documents

• Identify the specific agreement or class of documents you are signing. Example: “This undertaking relates to the lease between [Landlord] and [Tenant] dated [date], and any related amendments.”
• If the undertaking covers multiple transactions in a relationship, state that. Define the scope to avoid future disputes.

5) Representations and warranties

• State that the principal exists and, if an entity, is in good standing.
• State that you have actual authority to bind the principal for the transaction.
• State that your authority has not been revoked, suspended, or limited beyond what you disclose.
• If you rely on a court order or grant, state that it is valid and in force.

6) Undertakings (your promises)

• Promise to provide true copies or certified copies of authority documents on request.
• Promise to notify the counterparty promptly if your authority changes or ends.
• Promise to act only within the scope of your authority.
• Promise to deliver any further instruments the counterparty reasonably needs to confirm your authority.

7) Indemnity and risk allocation

• Include an indemnity in favour of the counterparty for losses they suffer due to lack of authority, breach of this undertaking, or inaccuracy in your statements.
• Limit the indemnity to what is reasonable. You can exclude losses not caused by your breach or lack of authority.
• If your organization requires limits on liability, include them. Make sure they do not undermine the counterparty’s core protection.

8) Attach or reference authority documents

• List each document you rely on. Examples: board resolution dated [date], incumbency certificate, grant of probate, letters of administration, enduring power of attorney, trust deed, partnership agreement, court order.
• Mark these as “Schedule A,” “Schedule B,” and so on. Indicate whether you are attaching full copies or extracts.
• If you attach extracts, state you will provide full copies for review on request.

9) State any limits or conditions

• If your authority has a monetary cap, state the cap.
• If your authority expires on a date or event, state it.
• If you need third-party consent or court approval, state that the undertaking is conditional on receipt of that approval.

10) Confidentiality and use of information

• Add a clause that the counterparty must keep your authority documents confidential and use them only for the transaction.
• Allow disclosure if required by law, regulators, auditors, or insurers.

11) Governing law and venue

• State that Alberta law governs the undertaking.
• If needed, add that the courts of Alberta have jurisdiction. This aligns expectations if disputes arise.

12) Signatures and witnessing

• Sign the form with your usual signature.
• Print your name and the capacity in which you sign, for example: “Jane Doe, as Attorney for John Smith under Enduring Power of Attorney dated [date].”
• If the counterparty signs to acknowledge reliance, add their signature block. Many recipients will want to sign to accept the undertaking.
• If the recipient requires a witness or commissioner for oaths, arrange it. This is common when the undertaking supports real estate or registry filings.
• If the principal will acknowledge, add a signature block for the principal. This is optional but strengthens reliance if the principal can sign.

13) Schedules

• Schedule A: Authority documents (e.g., power of attorney, grant of probate, trust deed extracts, corporate resolutions).
• Schedule B: Specimen signatures if the counterparty will accept multiple signers.
• Schedule C: Identification verification confirmation if the counterparty requests it.
• Label each schedule clearly and refer to it in the body of the form.

14) Delivery and format

• Confirm how you will deliver the form and schedules. State whether scanned copies are acceptable or if the recipient needs originals or certified copies.
• For transactions that may be filed at the Land Titles Office, ask the recipient if originals or notarized copies are required.

15) Record keeping and follow-up

• Keep a complete copy of the signed undertaking and all schedules.
• Diary any expiry dates or conditions in your authority. For example, note a board resolution that expires in six months.
• Notify the counterparty at once if your authority changes. Send written notice and keep proof of delivery.

Common mistakes to avoid

• Do not misstate names, roles, or dates. Use the exact legal names from authority documents.
• Do not assume your authority extends to all actions. Confirm the specific power to sign the document.
• Do not omit the indemnity if the counterparty expects it. Most will insist on it.
• Do not attach outdated or incomplete authority documents. Provide current versions and all relevant pages, including signature pages.
• Do not forget to limit the scope. If you want the undertaking to apply only to one document, say so.

Final review

• Read the form end to end. Check that the “principal,” “representative,” and “counterparty” are consistent throughout.
• Confirm that every schedule referenced is attached and legible.
• Confirm dates align across the undertaking, resolutions, and transaction documents.
• Confirm any conditions are either met or clearly stated as pending.

Completing the form this way reduces friction. It answers the counterparty’s key questions. It protects you by defining what you are and are not promising. It protects the counterparty by giving them enforceable rights if your authority fails. In Alberta practice, a clear, specific undertaking often speeds up approvals and avoids last-minute demands for more paperwork.

Legal Terms You Might Encounter

• A Representative Capacity Undertaking Form uses terms that signal who you are and what you promise. Here are key terms, in plain language, and why they matter on this form.
• Representative capacity means you act for someone else, not for yourself. On the form, you state who you represent and why you have that role. You also promise to act only within that role.
• Undertaking means a binding promise. When you sign this form, you promise to do specific things. You also promise not to do more than your authority allows.
• Authority means your legal power to act for the person or entity. The form asks how you got that power and what it covers. You must be clear about the limits of that power.
• Proof of authority means the documents that show you have the role you claim. The form may require you to attach or produce those documents. Examples include a court appointment, a corporate resolution, or a power of attorney.
• Personal representative means someone appointed to manage an estate. If you act for an estate, say so on the form. You must list your appointment details and any limits on your role.
• Litigation representative means someone who conducts a case for a minor or an adult who lacks capacity. If this applies, the form captures that you act only for the case. It does not give you decision-making power beyond the case.
• Attorney under a power of attorney means a person named to act for another adult in finances or property. On the form, you confirm the power is in effect. You confirm the power covers the actions you plan to take.
• Trustee means a person who holds and manages property for others. If you sign as a trustee, say which trust you manage. The form ties your promises to that trust and its terms.
• Corporate signing officer means someone who signs for a company. On the form, you state your title and your signing authority. You also confirm the company approves your actions.
• Indemnity means you agree to protect others from loss caused by your unauthorized actions. Many forms contain an indemnity promise. This means you may have to pay if you act outside your authority.
• Fiduciary duty means you must act in the best interests of the person or entity you represent. The form reflects that duty. It reminds you to avoid conflicts and to stay within your role.
• Revocation means your authority ends. This could happen if a court order changes or a power of attorney is revoked. The form usually requires you to notify others right away if that happens.
• Successor representative means the next person who takes over your role. If you leave the role or cannot act, the form may require you to identify or notify the successor. This keeps the record accurate.

FAQs

Do you need to attach proof of your authority?

Yes. Attach or be ready to provide documents that prove your role. Use current documents. Make sure names match exactly. If you cannot attach them now, say when and how you will provide them.

Do you need witnesses or notarization?

Some situations require witnessing or a sworn declaration. Check the instructions that came with the form. If witnessing is required, use an eligible witness and complete that section fully. If not, sign and date as directed.

Can you sign electronically?

Often yes, but it depends on the recipient’s rules. Confirm whether electronic signatures and scans are acceptable. If originals are required, send the original signed copy as soon as possible.

Do you need consent from co-representatives?

If you share the role, you may need all co-representatives to sign. If one signs for all, attach proof of authority to do so. If your appointment requires joint action, do not sign alone.

What if your authority changes after you sign?

You must notify the other parties right away. Send an update and, if needed, a new form. If your authority ends, stop acting and advise where future communications should go.

Can you sign both in your personal capacity and as a representative?

Only if the form asks for both and you intend both. If you sign as a representative, add your title and the name of the person or entity you represent. Do not expose yourself personally by mistake.

How do you correct an error after submitting the form?

Prepare a corrected form or a written correction. Include the file details and explain the change. Re‑sign and re‑send to everyone who received the original. Keep a record of the correction.

Do you need to list limits on your authority?

Yes. List any limits clearly. Examples include needing a co‑signer, court approval, or action only on certain assets. If there are conditions, state them so others know what you can and cannot do.

Checklist: Before, During, and After the Representative Capacity Undertaking Form

Before signing

• Confirm your role. Identify whether you act as personal representative, litigation representative, trustee, attorney under a power of attorney, or corporate officer.
• Gather proof of authority. Examples: appointment letters, court orders, powers of attorney, trust documents, corporate resolutions.
• Verify current status. Make sure your appointment is still valid and not suspended or revoked.
• Match names exactly. Check spelling, middle initials, suffixes, and corporate legal names.
• Confirm scope and limits. Note any conditions, co‑signature requirements, or asset-specific limits.
• Confirm contact details. Use up‑to‑date addresses, phone numbers, and email.
• Confirm file or case details. Have the file number, style of cause, or account references ready.
• Check signature requirements. Determine if you need witnesses, a commissioner, or a notary.
• Plan attachments. Prepare certified or true copies if needed. Label them clearly.
• Align with co‑representatives. Decide who signs. Get written consent or resolutions where required.

During signing

• Use the correct capacity line. Write “as personal representative of,” “as trustee of,” or your corporate title.
• State the full legal name of the person or entity you represent. Avoid abbreviations unless official.
• Describe your authority. Cite the document or order that gives you power, with dates.
• List limits. Add any conditions or co‑signing rules that apply to your role.
• Review the undertaking language. Confirm you can meet each promise in the form.
• Confirm indemnity terms. Make sure you accept the risk and the limits are accurate.
• Check every date. Use consistent date formats and correct effective dates.
• Attach required documents. Mark each attachment with a clear label that matches the form.
• Complete witness or declaration sections if required. Ensure signatures and names are legible.
• Initial corrections. If you correct an entry, initial and date near the change.

After signing

• Make a clean copy. Keep a scan of the full package, including attachments.
• File or submit as directed. Use the correct registry, office, or recipient.
• Confirm delivery. Use a method that gives proof of receipt.
• Notify all relevant parties. Send copies to co‑representatives, opposing parties, or institutions that rely on it.
• Calendar key dates. Track expiry dates, review dates, or reporting obligations.
• Secure your originals. Store original authority documents in a safe, accessible place.
• Monitor for changes. If your authority changes, send an immediate update and a replacement form if needed.
• Record reliance. Note who received and relied on the form in case questions arise later.

Common Mistakes to Avoid

Vague description of your role

• Why it’s a problem: Others cannot tell who you represent or what you can do.
• Consequence: Delays, rejections, or challenges to your authority.
• Tip: State your title, the represented party’s full name, and the specific role.

Missing or outdated proof of authority

• Why it’s a problem: The recipient cannot verify your status.
• Consequence: Refusal to act on your instructions or requests for more documents.
• Tip: Attach current, legible, and complete proof. Update expired or superseded documents.

Accidentally signing in a personal capacity

• Why it’s a problem: You may take on personal liability.
• Consequence: You could be held responsible for obligations beyond your role.
• Tip: Add capacity wording next to your signature. Use “as [role] for [name].”

Ignoring limits on your authority

• Why it’s a problem: You may make promises you are not allowed to make.
• Consequence: Personal liability, indemnity claims, or court sanctions.
• Tip: Read the undertaking carefully. Add written limits where needed.

Failing to update when your status changes

• Why it’s a problem: Others rely on outdated information.
• Consequence: Invalid actions, disputes, or compliance issues.
• Tip: Notify everyone right away. File an amended form as required.

Don’t forget to double‑check names, dates, and file numbers. Small errors cause big delays.

What to Do After Filling Out the Form

1. Submit the form as instructed. Use the correct channel for the recipient. If originals are required, send the original and keep a scan.
2. Serve or notify the right people. Share the executed form with parties who rely on your authority. Include any attachments they need to see.
3. Track acceptance. Confirm the form was received and accepted. If the recipient needs changes, address them promptly.
4. Update your internal files. Save a dated copy, all attachments, and proof of delivery. Note who received it and when.
5. Plan for changes. Calendar review dates, expiry dates, or milestones that affect your authority. If your authority ends or changes, send a replacement form or a notice.
6. Amend if needed. If facts change, prepare an amended form. Clearly label it as an amendment. Re‑send to everyone who relied on the original.
7. Coordinate with co‑representatives. If others share the role, update them. Ensure everyone knows the undertakings you gave.
8. Set communication rules. Tell others how to contact you and how you will report on actions you take in this role.
9. If you step down. Notify recipients that you no longer act. Provide the successor’s details, if known, and the effective date.
10. Keep compliance front and centre. Only act within your authority. If in doubt, pause and confirm before you proceed.