Enterprise authorization includes internal authorization and external authorization. On the one hand, as an organization, the enterprise can only carry out business activities by the specific behavior of each enterprise member, and the behavior of enterprise members can only be carried out orderly and have legal effect through reasonable internal authorization of the enterprise. On the other hand, as a market entity, in the process of external operation, an enterprise often needs other market entities to carry out certain behaviors or complete certain activities in order to achieve its business objectives. In this case, the enterprise needs to provide external authorization to the market entity to ensure that the rights and obligations of both parties can be strictly regulated by law.

one. Inward authorization

Internal authorization refers to the authorization of enterprise members other than the legal representative, including post authorization and business authorization.

Post authorization: it means that the enterprise authorizes its members to perform their duties according to the requirements of the post responsibilities, and the enterprise members shall not exercise their powers beyond the post authority. Post authorization is generally a relatively stable static authorization. Each member of the enterprise assumes a specific function based on his or her position, and the function description of the position is the basis for the employee to perform the function. The orderly operation of the enterprise is based on the reasonable setting of the function of the position.

Service authorization: indicates that an enterprise grants temporary authorization or special authorization to enterprise members based on specific service requirements. Generally, service authorization is specialized dynamic authorization. Business delegation occurs most often in business negotiations and project management. Business authorization makes the commitment made by employees in business negotiations, the instructions made in project management and the documents signed by employees take effect.
 

two. External authorization

External authorization refers to the authorization of an enterprise to other entities in the process of external operation, including "authorized agent" and "authorized distribution".

Authorized agent: refers to the enterprise authorizes other subjects to engage in business activities in the name of the authorized enterprise and within the scope of authorization, and the legal consequences shall be borne by the authorized enterprise. The authorized subject is generally called the "agent", and the authorized enterprise and the authorized subject form the principal-agent relationship. The authorized subject generally needs to pay the agency fee to the authorized enterprise.

Authorized distribution: Authorized distribution means that the enterprise authorizes other entities to sell the products or services of the authorized enterprise in the name of the authorized enterprise, and the legal consequences shall be borne by the authorized entity. The authorized subject is generally referred to as "dealer", and the sale contract relationship between the authorized enterprise and the authorized subject does not constitute the principal-agent relationship. The authorized entity can independently determine the sales price of the product or service, and the income comes from the difference between the price after the independent pricing and the sales price of the authorized enterprise.

 
Three. Risk management in authorization

Risk control of internal authorization: According to the provisions of Article 50 of the Contract Law, the legal representative or person in charge of the enterprise enters into a contract beyond its authority, unless the counterpart knows or should know that it has exceeded its authority, the representative act is effective. Therefore, the legal representative can fully represent the enterprise behavior, and other enterprise members other than the legal representative need the specific authorization of the enterprise to represent the enterprise behavior. For the enterprise itself, it is necessary to avoid the exercise of authority by enterprise members beyond the post authority or business authorization scope, so as to avoid the formation of a "apparent agent" against the will of the enterprise itself, so as to avoid unnecessary legal liability and realistic losses to the enterprise. In order to reduce the risk of "apparent agency", enterprises can clearly specify the authority of directors, managers and other senior management personnel through the articles of association, and clearly publicize the post responsibilities; When authorizing the business of enterprise members, there should be a clear authorization period and authorization items, avoid general and vague authorization, and prevent the authorized person from overstaying the period or exceeding his power. When the enterprise acts as a party to the transaction, it should recognize the post responsibilities of the personnel of the other party, and not conduct transactions with the employees of unrelated positions of the other party. In the process of business negotiation and project management, it is necessary to verify whether there is a clear written authorization for the other side to participate in the negotiation or project management, so as to prevent invalid reasons for the negotiation or project work, so as to avoid possible default or damage of the enterprise.

Risk control of external authorization: In "authorized agent", the authorized subject carries out the behavior in the name of the authorized enterprise, and the consequences of the behavior shall be borne by the authorized enterprise, and the authorized enterprise shall bear the operation risk of selecting and supervising the authorized enterprise. Therefore, the authorized enterprise is required to have strong control over the authorized subject or the authorized subject has good market credit, otherwise the authorized enterprise will face greater legal and commercial risks. Compared with "authorized agent", in "authorized distribution", the authorized enterprise does not need to bear the consequences of the behavior of the authorized subject. When the authorized enterprise lacks effective control means for the authorized subject or is not satisfied with the credit status of the authorized subject, the choice of "authorized distribution" can bring less legal and commercial risks to the authorized enterprise. In reality, in order to reduce their own risks, authorized enterprises often make use of the fact that many small and medium-sized authorized subjects do not know the difference between "authorized agent" and "authorized distribution", and tend to let authorized subjects be "dealers" rather than "agents", so as to achieve the purpose of making authorized subjects bear the consequences of their own actions. Therefore, when authorized enterprises authorize externally and when authorized enterprises accept authorization, they should clearly distinguish the difference between "authorized agent" and "authorized distribution", and choose the authorization method and the authorized method according to their true wishes.