Written by attorneys · grounded in primary & secondary sources — see below
A person designated in a power of attorney to assume the role of agent if the original agent resigns, dies, becomes incapacitated, is not qualified to serve, or declines to serve. The designation may occur in the original instrument or through authority granted to the original agent or another named person to select a replacement. Authority passes to the successor without additional formalities unless the power of attorney specifies otherwise.
Sources & Authorities· 6 primary sources
Select any source to read its text and confirm it supports the definition.
Uniform Acts
Dictionaries
How it applies
Common Examples
2
Plant Manager Appoints Replacement
Sebastian Santos signed a power of attorney naming Samuel Soto as original agent to manage his manufacturing plant while abroad. The document expressly authorized Samuel to appoint a successor if he resigned. Samuel resigned and handed the documents to Sierra Santos with oral instructions to continue operations. Sierra negotiated supply contracts on Sebastian's behalf, and the third party could not later challenge her authority on the ground that no written appointment instrument existed.
Voting Agreement Triggers Succession
Steven Silva and Seth Shapiro entered a shareholders agreement naming Sterling Manufacturing as their agent to vote shares. The agreement provided that if the agent ceased to serve, a majority of the remaining parties would appoint a successor agent by written instrument. When Sterling Manufacturing withdrew, the parties executed a writing designating Sentinel Security as the new agent. Sentinel Security's subsequent vote on corporate matters bound the principals because the succession clause had been followed.
Abercrombie v. Davies35 Del. Ch. at p.611, 123 A.2d at p.899
Common questions
Frequently Asked
5
How does a principal designate a successor agent?+
A principal may name one or more successor agents directly in the power of attorney. The instrument may also grant the original agent or another designated person authority to select a successor. No separate writing is required unless the power of attorney itself imposes that requirement.
Supporting sources
What events trigger a successor agent's authority?+
Authority passes when the original agent resigns, dies, becomes incapacitated, is not qualified to serve, or declines to serve. The power of attorney may also end if no successor has been named and the sole agent can no longer act.
Must a successor agent provide written certification of status?+
A successor agent may certify under penalty of perjury that the principal granted authority and that any prior agent is no longer able or willing to serve. This certification supplies evidence to third parties that the successor's authority is effective.
Supporting sources
Does an informal handover of documents create a valid successor agent?+
An informal handover combined with oral direction can create a valid successor when the power of attorney expressly authorizes the original agent to appoint a replacement. The absence of a separate written instrument does not invalidate the succession if the original document granted appointment power.
Supporting sources
What happens when no successor agent is named and the original agent resigns?+
The agent's authority terminates upon resignation. No one retains power under that instrument to bind the principal, and third parties cannot enforce contracts made after the resignation.
Supporting sources
Trusts and Estates Decedents EstatesLiving wills and durable health care powers · Individuals eligible to be agent or attorney-in-factUBEFoundational