Entrusting part of one’s authority to an employee or subordinate is a practical necessity, both for the head of a private company and for the head of a public institution. Yet two distinct legal tools make this possible: delegation of power and delegation of signature. They are often confused, even though they differ in scope, effects, and above all in the transfer of liability. This article clarifies this essential distinction, in both the private and Moroccan public sectors.
Delegation of power: definition and conditions of validity
Delegation of power is the act by which a person vested with authority — the delegator — transfers to a subordinate — the delegate — part of their decision-making powers in a specific area (safety, hygiene, personnel management, environment, quality, etc.). The delegate no longer acts as a mere executor: they become a decision-maker within the scope entrusted to them, and assume responsibility for it, including criminal liability in the event of an offence.
Neither Moroccan law nor, historically, French law has codified this concept in a general statute: it results essentially from case law and legal doctrine, which have progressively established its conditions of validity. Three cumulative conditions are generally required:
- A written document: the delegation must be formalised in writing to prove its existence, date and exact scope;
- The delegate’s competence, authority and means: the delegate must have the necessary technical knowledge, real hierarchical authority over the persons concerned, and the human, material and financial means to carry out their mission;
- Precision of the delegated scope: the delegation must cover a limited and clearly defined area — a manager cannot delegate the entirety of their functions.
The delegate must in principle be an employee of the company placed under the delegator’s authority; delegation to an outside third party is exceptional. Stacking several delegates on the same mission (“co-delegation”) is prohibited, as it dilutes responsibility without any clear decision-maker being identifiable. Sub-delegation — where the delegate in turn transfers part of their mission to a subordinate meeting the same criteria — is permitted under certain conditions.
Delegation of signature: an authorisation limited to form
Delegation of signature is of a very different nature: the delegator simply authorises the delegate to sign, on their behalf, documents or acts that are strictly listed. The delegate receives no decision-making power of their own: they implement a decision already made by the delegator, or act within a framework strictly defined by the latter.
Direct consequence: delegation of signature involves no transfer of liability whatsoever. The delegator remains fully liable for acts signed in their name. It also ends when the delegator leaves office — whereas a validly granted delegation of power can survive the departure of the manager who granted it, since it is attached to the function rather than to the individual.
Comparative table
| Criterion | Delegation of power | Delegation of signature |
|---|---|---|
| Purpose | Transfer of decision-making power | Authorisation to sign defined acts |
| Liability | Transferred to the delegate (including criminal liability) | Remains with the delegator |
| Formalities | Written, precise, justified | Written, limited to the listed acts |
| Fate on change of delegator | May survive (attached to the function) | Generally ends with the delegator’s term |
| Delegate’s room for initiative | Real, within their area of competence | None — mere execution |
In private companies: protecting the manager while framing the delegate employee
In business, delegation of power is above all a tool for distributing and securing the manager’s criminal liability. Given the size of certain organisations, the complexity of their structure, or the technicality of the applicable regulations (workplace safety, environment, competition law, data protection, etc.), a business owner cannot physically oversee everything personally. By validly delegating powers to a competent manager, they also transfer the criminal risk attached to that area — provided the three criteria of competence, authority and means are genuinely met, and the manager does not subsequently interfere with the delegate’s decisions, on pain of depriving the delegation of any effect.
This logic extends to corporate groups: case law accepts, under strict conditions, that the head of a parent company may delegate certain powers to an employee of a subsidiary placed under their effective hierarchical authority. Delegation of signature, for its part, remains common practice for day-to-day operational management (signing standard contracts, purchase orders, administrative correspondence) without there being any need — or possibility — to see it as a transfer of liability.
In a public institution: a more formalised framework, published in the Official Bulletin
The Moroccan public sector, for its part, has chosen to regulate this matter through an express regulatory text. The decree on delegation of power and signature within the public administration, published in the Official Bulletin of 17 April 2023, sets out the terms of delegation as part of administrative deconcentration: heads of central administrations may delegate their powers to regional, prefectural and provincial representations, and this option is also extended to walis and governors within the limits of their territorial jurisdiction. These regional officials may in turn delegate part of their powers to the heads of administrative structures under their authority.
Delegation of signature is distinguished with the same rigour: it allows central administrations to delegate the signing of documents and approvals (expenditure commitments, payment orders, routine service documents) to designated civil servants, without this amounting to a delegation of decision-making power. The text sets two important safeguards, applicable by analogy to public institutions with a board of directors or a deliberative body:
- the prohibition on the delegate sub-delegating, in whole or in part, the powers or signature entrusted to them;
- the entry into force conditional on publication of the delegation decision in the Official Bulletin — an unpublished delegation decision remains unenforceable against third parties.
Delegation of power or signature is not necessarily limited in time: it may be granted for an indefinite period, but remains revocable at any time by its author.
For public institutions with legal personality (subject in particular to the State’s financial oversight under Law No. 69-00), delegation of signature from the CEO to internal managers is common practice to streamline day-to-day management (purchase orders, correspondence, budget execution acts), without ever relieving the governing body of its institutional responsibility or its strategic decision-making power — which cannot be delegated, or only in a very controlled manner under the bylaws and supervisory authority.
Practical points of vigilance
- Always put the delegation in writing, precisely defining its scope, duration and the acts concerned;
- Check that the delegate genuinely has the competence, hierarchical authority and means required — a “sham” delegation has no legal effect;
- Never stack two delegates over the same area;
- In the public sector, ensure the decision is published where the applicable text requires it;
- Regularly review delegations in force, particularly following a change in organisational structure, management or bylaws.
Conclusion
Getting the classification right is not a theoretical exercise: it determines who — the manager or the delegate — will answer for a failure before a judge, a supervisory authority or a contracting party. Before signing a delegation, it is worth asking what is really being sought — transferring decision-making responsibility, or simply facilitating the signing of routine acts — and securing the document accordingly.
This article provides a general overview and does not constitute legal advice. For drafting or securing a delegation of power or signature, whether in a private company or a public institution, the Westfield law firm is at your disposal.