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The short answer
A power of attorney lets a Nigerian company, or you as its owner, authorise a manager on the ground to act for it within limits written into the document. Keep it specific (named tasks, money ceilings, an end date), have it executed as a deed and, if signed abroad, witnessed by a notary public, judge or magistrate; you can revoke it, but a deed-based power should be revoked by deed and notified to everyone who relied on it.
What a power of attorney does, and what it does not
A power of attorney (POA) is a written instrument by which one person, the donor, authorises another, the attorney or donee, to act on the donor's behalf. For a diaspora-owned business the donor is usually the company itself, acting through its board, though sometimes it is the owner personally (for example, to deal with shares held in their own name). The attorney might be a general manager, an operations lead or a trusted relative who handles the day-to-day in Lagos while you are in London, Houston or Toronto.
A POA does not make the attorney a director. Under the Companies and Allied Matters Act 2020 (CAMA) the board remains responsible for the company, and changes of director must still be filed with the Corporate Affairs Commission (CAC) within 14 days (s.321). If you want the manager to sit on the board, appoint them properly; see appointing a managing director when the owner is abroad. If you only want them to sign, pay or represent, a POA or a board resolution is the right tool.
Power of attorney or board resolution?
Inside the company, a board resolution is often enough: the board resolves that the manager may sign supplier contracts up to a limit, or attend a regulator's office. A POA is useful when an outsider (a land registry, a court registry, a counterparty abroad, a bank) wants to see a formal instrument it can keep on file. Many businesses use both: a resolution approving the grant and the POA itself as the document the attorney carries.
Scope: write the powers as a list
The most common mistake is a one-line general power ('to do all things on behalf of the company'). It is hard for third parties to rely on and gives you little protection. A better document lists what the attorney may do, in plain words:
- Sign purchase orders and supplier contracts up to a stated naira amount per transaction
- Collect and receive documents, licences and certificates from named agencies
- Represent the company at a named property, site or office (for example, to sign a lease renewal for the Ikeja shop only)
- Engage and dismiss junior staff within an approved budget
- Make filings or payments to named agencies where the company has approved the amount
Then list what the attorney may not do, even if it looks covered by the general words. Typical exclusions are borrowing or giving guarantees, selling or charging land or major equipment, changing bank mandates, issuing or transferring shares, appointing directors and starting litigation. Banks set their own rules for who can operate an account; a POA rarely replaces a bank's signatory mandate, which is covered in bank mandates when signatories live abroad.
Limits that protect you
| Limit | How to write it | Why it matters |
|---|---|---|
| Money ceiling | 'Not exceeding ₦X per transaction and ₦Y in any calendar month' (amounts are yours to set) | Caps the damage from error or fraud |
| Time limit | 'Valid until 31 December 2027 unless revoked earlier' | Forces a review instead of a forgotten open-ended power |
| Purpose | 'For the operation of the company's retail outlet at [address]' | Stops the power being stretched to unrelated deals |
| Reporting | 'The attorney shall report all acts done under this power monthly in writing' | Creates a record you can check |
| No delegation | 'The attorney may not delegate these powers' | Prevents a chain of sub-attorneys |
Execution when you sign abroad
Because a POA is normally made as a deed, the company executes it the way CAMA allows deeds to be executed. Since CAMA 2020 a company need not have a seal (s.98); where a seal would otherwise be needed, a deed signed by a director and the secretary, by two directors, or by one director whose signature is witnessed is treated as properly executed (s.103), as summarised by BusinessDay. For a personal POA, you sign as an individual.
LawPavilion's practitioner guide notes that a POA executed outside Nigeria must be witnessed by a notary public, a judge or a magistrate, that stamp duty is payable under state law, and that a POA dealing with land is registrable under the state's land instruments registration law, with stamping before registration; an unregistered registrable instrument may not be admissible as evidence. Notarisation abroad is explained in notarising a document abroad for use in Nigeria. Some recipients will also want the notarised document legalised; ask the agency that will rely on it before you sign, because redoing a POA costs more than asking.
Revocation
A POA can end in three ways, according to the same guide: expressly (you revoke it), impliedly (for example, the purpose is completed or the subject matter is gone) or by operation of law (for example, the donor's death or, for a company, its dissolution). A POA given by deed should be revoked by deed. Granting a second POA to someone else does not by itself cancel the first, which is a frequent and expensive misunderstanding.
- Execute a deed of revocation, witnessed in the same way as the original
- Send copies to the attorney and ask for the original instrument back
- Notify every bank, landlord, supplier and agency that received the POA, in writing, and keep proof of delivery
- Where the POA was registered at a land registry, register the revocation there too
- Update your board minutes and internal records
Where Pryme fits
A Pryme Business Account can be run by owners abroad, with a Chief of Staff agent and a Finance agent that prepare payments and records while a person approves anything above a ceiling you set, and every action is recorded. That approval ceiling works alongside, not instead of, the written limits in a manager's POA.
This article is general information on Nigerian law, not legal advice; a Nigerian lawyer should review any POA before it is signed.
Questions people ask
Can I give power of attorney from abroad for my Nigerian business?
Yes. Sign it before a notary public, judge or magistrate in your country, then pay Nigerian stamp duty and register it where land is involved. Check whether the receiving agency also wants it legalised.
Does a power of attorney make my manager a director?
No. Directors are appointed by the company and filed with CAC within 14 days. An attorney only has the powers written in the document.
How do I cancel a power of attorney in Nigeria?
Execute a deed of revocation, retrieve the original if you can, and notify everyone who received it. A new POA to someone else does not cancel the old one by itself.
Should a business POA have an expiry date?
It is good practice. An end date, money ceilings and a list of excluded acts make the power safer for you and easier for third parties to rely on.
Sources
- LawPavilion: Power of attorney in Nigeria, the law, the power and the practice · accessed Oct 2026
- BusinessDay: The Companies and Allied Matters Act 2020, what you need to know (part 3) · accessed Oct 2026
- Companies and Allied Matters Act 2020 (full text) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.