Agent mandate or written authorization on paper?
Whoever acts for someone needs authority to act. For people, this has always been proven with a written authorization. For AI agents, a form is needed that machines can read and verify without leaving the legal framework.
Leutrim Miftaraj, Founder, Innopulse Consulting GmbH
Published
Key points
- Written authorization on paper proves authority to represent for people; an agent mandate does so for software.
- The mandate is machine-readable, bound to the agent's key, limited and revocable.
- Actions with form requirements still need a person's handwritten or qualified signature.
What this is about
A written authorization empowers a person to act legally for another. Under Swiss and German law, it generally has no form requirement but is often given in writing to prove it to third parties. Third parties check it by reading it, comparing the signature and, if needed, asking back.
An agent mandate describes an agent's instruction in machine-readable form: principal, agent, allowed actions, limits and validity. It is signed, bound to the agent's key and can be revoked through a status list. Third parties verify it in milliseconds.
The comparison
| Feature | Written authorization on paper | Agent mandate |
|---|---|---|
| For | People as representatives | Software as the acting agent |
| Verification | Reading, comparing signatures | Cryptographic, automatic |
| Limits | Described in words | Machine-readable, verifiable per action |
| Binding to the representative | Through the name | Through the agent's key |
| Revocation | Return or notice | Status list, verifiable at once |
| Proof of an action | Separate, for example by receipt | Linked with decision and receipt |
When to use what
- Written authorization on paper for people who represent others and for actions for which the law requires a form.
- Agent mandate for software that carries out many actions in a short time and whose authority every counterpart should verify automatically.
- Both when a company authorizes a person who in turn issues mandates for agents.
Legal framework
Under Articles 32 et seq. of the Swiss Code of Obligations and Sections 164 et seq. BGB, an action takes effect for the represented party if the representative acts in their name and with authority to act. Whether an agent can itself be a representative in the legal sense or counts as its operator's tool has not been conclusively settled; the article Proving the authority of AI agents puts this in context. For transactions with form requirements, such as suretyship agreements, a mandate replaces neither a person's handwritten nor qualified signature.
Common misconceptions
- “A mandate is an electronic authorization in the legal sense.” It proves the instruction and serves as evidence; the legal classification depends on the individual case.
- “A scanned authorization is enough for agents.” Machines cannot verify it, it is not bound to the agent and it cannot be revoked selectively.
- “Without paper, there is no representation.” Authorizations generally have no form requirement; what matters is whether the authority existed and can be proven.
The role of KYA
KYA verifies agent mandates: signature, issuer, binding to the agent, validity, scope and revocation. KYA does not verify paper authorizations. Verification provides evidence, not legal advice.
Decision guide in three questions
- Is a person or software acting? Software needs a machine-readable mandate.
- Does the law require a form for the transaction? Then a person's handwritten or qualified signature is needed.
- Should the authority be revocable selectively? Then it belongs in a mandate with a status list.
Frequently asked questions
Is an agent mandate an authorization in the legal sense?
It fulfills a similar function for agents: it proves on whose behalf and within which limits an action is taken. The legal classification depends on the individual case and the applicable law.
Does an authorization need a particular form?
Under Swiss and German law, it generally has no form requirement. For certain transactions, however, the law requires a form, which can then also apply to the authorization.
Can an agent with a mandate conclude a contract that requires a form?
No. Transactions with form requirements need a person's handwritten or qualified electronic signature.
What is the advantage of a mandate over a written authorization?
It is machine-readable, bound to the agent's key, contains verifiable limits and can be revoked immediately through a status list.
Is verification by KYA legal advice?
No. KYA verifies evidence technically and provides evidence. Legal questions are clarified by professionals in the individual case.
Who may issue mandates for a company's agents?
People with corresponding authority to represent, for example according to the commercial register or internal authority rules. The mandate should show who issued it.
Can a mandate complement an existing authorization?
Yes. An authorized person can issue a mandate for her agent that is narrower than her own authorization and makes its limits machine-readable.
General information, not legal advice. The statutes and the circumstances of each case are decisive.
Sources
- Obligationenrecht (OR), Art. 32 ff.: https://www.fedlex.admin.ch/eli/cc/27/317_321_377/de#art_32
- BGB, §§ 164 ff.: https://www.gesetze-im-internet.de/bgb/__164.html