Signing Authority and the Delegation of Authority Matrix

What is a delegation of authority matrix? A delegation of authority matrix, often called a DoA matrix or authority matrix, is a single table that says who in your organisation is allowed to approve and sign what, and up to what value. It turns a vague idea ("management signs the big deals") into a clear grid: this role can approve spending up to this amount, that role can sign contracts up to that value, and above a certain threshold it goes to the board. The point is control without bottlenecks. A good DoA matrix lets routine, low-value contracts move quickly at the front line while making sure large or risky commitments get senior sign-off. It protects the company from someone binding it to a deal they had no authority to agree, and it protects the individual by telling them exactly what they may and may not sign. This article is general guidance, not legal advice. ## Signing authority versus delegation of authority The two terms overlap but are not identical: - Signing authority is the specific power to execute a document so it legally binds the company. The person who signs is the signatory.

• Delegation of authority is the broader system of who may approve, commit and sign across spending, contracts, HR and other decisions. Signing authority is one column inside it. In practice a decision often passes through two steps: an approver accepts the commercial risk, then a signatory executes. The DoA matrix should make both clear, because approval without authority to sign, or signing without approval, is where control breaks down. ## What a DoA matrix contains A workable matrix usually has these columns: - Decision or document type (for example: purchase order, customer contract, NDA, employment offer, lease, bank mandate).
• Value band (for example: up to 1 lakh, 1 to 10 lakh, 10 lakh to 1 crore, above 1 crore).
• Who can approve at that band.
• Who can sign at that band.
• Second approval needed (yes or no, and by whom).
• Notes (conditions, such as "legal review required for non-standard terms"). ## A sample delegation of authority matrix Adapt the roles and amounts to your own structure. Figures are illustrative. | Document type | Value band | Approver | Signatory | Second sign-off | |---|---|---|---|---| | Purchase / spend | Up to 1 lakh | Team Lead | Team Lead | No | | Purchase / spend | 1 to 10 lakh | Dept Head | Dept Head | No | | Purchase / spend | 10 lakh to 1 crore | Function Head | CFO | Yes (CFO) | | Purchase / spend | Above 1 crore | CFO | CEO | Yes (Board) | | Customer contract | Standard template, any value | Sales Head | Sales Head | No | | Customer contract | Non-standard terms | Legal + Sales Head | CEO | Yes | | NDA | Any | Dept Head | Dept Head | No | | Employment offer | Within band | HR Head | HR Head | No | | Bank / financial mandate | Any | CFO | Two directors | Yes | ## How to set thresholds - Anchor bands to real risk, not round numbers alone. A low-value contract with an uncapped indemnity can be riskier than a larger routine purchase. Add a rule that any non-standard liability, indemnity or data clause triggers legal review whatever the value.
• Keep the front line fast. Set the lowest band high enough that everyday, low-risk contracts do not clog senior calendars.
• Separate approval from signature above a threshold. Requiring a different person to sign than the one who approved adds a real control on larger deals.
• Name roles, not people. Tie authority to a role so the matrix survives when individuals change.
• Review it regularly. Bands that made sense at one size of company become bottlenecks at another. ## Board resolutions and the law in India In India a company acts through its board of directors. Under the Companies Act, 2013, the board exercises the company's powers, and section 179 lets the board delegate specified powers to committees, the managing director, a manager or other principal officers by passing a resolution. That is the legal backbone of a DoA matrix: the authority in your grid should trace back to a board resolution that actually delegated it. Certain powers set out in the Act must be exercised by the board itself at a meeting and cannot simply be delegated, so a company should confirm which decisions those are before finalising the matrix. Banks and counterparties often ask for a certified board resolution naming authorised signatories. Your DoA matrix and your board resolutions should say the same thing, or you risk signing something the company cannot later stand behind. Rules on how authority is delegated vary by jurisdiction and by entity type, so a company operating outside India should check local company law. Last verified October 2026. Confirm the current section references and any schedule of non-delegable powers with your company secretary or counsel. ## Common mistakes to avoid - A matrix that does not match the board resolutions. The grid is only as good as the delegation that legally backs it.
• No trigger for non-standard risk. Value bands alone miss the small-but-dangerous contract.
• One person approves and signs everything above the routine band. That removes the check large deals need.
• Authority tied to named individuals. When they leave, the matrix is instantly wrong.
• No one checks adherence. If nobody audits who actually signed what, the matrix is decoration. ## Where a workspace helps A DoA matrix is a control on paper. Enforcing it means knowing, for every contract, the value, the terms and whether the right person approved and signed, before it goes out, not after a problem surfaces. That is hard when contracts move through email and shared drives. A single AI contract workspace can route each draft by type and value, surface the risky clauses that should trigger review, record who approved and signed on a live activity timeline, and keep signed copies in one place. Tools such as Adira are built around that idea of drafting, review, signing and tracking in one tuned workspace, while contract platforms like Ironclad, Icertis and Spotdraft also offer approval-workflow features. The matrix stays the rule; the workspace is how you see it being followed.