Consider two customer deals with the same price, term and contract. In the first, the locally based salesperson signs for the company. In the second, the salesperson agrees every material term and headquarters signs the unchanged document ten minutes later.
The signature is different, but the commercial activity may not be.
An EOR-employed salesperson can sometimes negotiate or sign customer contracts, but EOR employment does not itself give the person authority to bind your company. It also does not clear the role with the EOR or decide the company's tax and registration position.
We assume in this article thatthe salesperson already lives and can work in the employment country, and that any customer visits also stay within that country. Work or visits in another country require a separate assessment before they happen.
Before granting authority, we need to consider these questions:
- Company authority: What may this person discuss, agree, accept or sign on behalf of the customer-contracting company, and through which valid delegation?
- Employment acceptance: Does the EOR accept the real duties, work pattern and authority profile in the employment arrangement?
- Legal and tax consequences: Do the applicable company, contract, tax, treaty, regulatory and registration rules support that model?
The ILO's explanation of a multi-party employment relationship illustrates the structural split where the agency-worker employment relationship and the agency-user commercial relationship are different, while national law may still place obligations on the user firm. Borderless service scope remains case-specific, and the legal employer's role cannot substitute for the client's company authority.
Until those above answers are complete, a practical interim mandate is to permit disclosed customer meetings, needs discovery and product explanation, while marking quotes nonbinding and reserving negotiation, acceptance and signature. That is a control, not a legal safe harbour. If managers expect the salesperson to settle terms in practice, the formal limit is not an honest operating model.
Defining authority one deal stage at a time
“May negotiate” is too vague. A salesperson might relay a standard price, choose a discount inside a band, settle liability language or tell the customer that the deal is done. Those acts do not carry the same commercial or legal consequence.
Use an activity ledger before the role begins. The starting positions below are controls to test, not universal legal classifications.
Deal-stage activityPractical starting mandateEvidence and controlWhat must be cleared before expanding itDiscovery, demos and factual answersPermit the disclosed work without promising a deal.Approved product claims, named manager and escalation route.EOR acceptance of the customer-facing duties and visits; any regulated-product limits.Standard, nonbinding quotePermit use of the current template and price list; state that the quote is subject to company approval.Version-controlled template, expiry date and CRM record.Whether the wording or local law could make the quote binding despite its label.Negotiation inside guardrailsPermit only if the company and EOR have accepted the activity.Written bands for price, term and approved clauses; real escalation for exceptions.Valid company delegation; tax and registration analysis of the repeated local activity.Exception approval or order acceptanceReserve for a named approver unless deliberately delegated.Approval record showing who changed or accepted each material term.Whether approval is substantive or merely a routine rubber stamp.Ordinary customer-contract signaturePermit only through a deliberate, scoped authority instrument.Named contracting entity, document types, value/term limits, territory, expiry and revocation process.Company and contract law, EOR acceptance, tax/treaty analysis, and customer verification requirements.Renewal, amendment or terminationTreat as a separate permission, not an automatic extension of signing authority.Separate limits and approved notices or forms.Whether the act changes value, duration, obligations or local exposure.Deed or formally executed documentKeep outside ordinary sales authority unless specifically cleared.Required company approvals, signatories, witnessing or seal process.Formalities for the company, document, governing law and place of execution.
The authority schedule should state what the person cannot do as clearly as what they can. It should also identify who may approve an exception, that approver's real authority to accept, change or reject it, and the record of the decision actually made. A staged change does not cure a process that is substantively a rubber stamp.
Operating models
The right model is the least authority that still matches the job the business will actually run.
1. Conversation-only representative
The salesperson can find prospects, hold meetings, demonstrate the product and send approved nonbinding material. Headquarters conducts substantive negotiation, approves the customer and accepts the contract.
Use this model when local speed requires customer conversation while headquarters still settles the commercial terms. A salesperson expected to secure agreement and send headquarters a finished deal belongs in a higher-authority model.
2. Bounded negotiator
The salesperson can negotiate specified terms within written bands. A headquarters owner handles exceptions and makes a real final decision.
A discount table leaves the approval logic incomplete. Record which clauses are negotiable, what counts as material, who owns customer acceptance, and what headquarters genuinely reviews before it accepts, changes or rejects a proposed deal on its merits. The record should reflect the genuine commercial decision rather than manufactured edits. The EOR should assess the duties as they will be performed, including same-country customer visits.
3. Local closer or signatory
The salesperson can accept orders or sign defined customer contracts within a scoped delegation. This may be operationally appropriate, but it should be a deliberate company decision rather than an assumed benefit of the EOR arrangement.
Identify the customer-contracting entity, the source and governing law of the delegation, covered documents, monetary and term limits, excluded clauses, duration, and revocation process. Confirm the EOR accepts the role. Then obtain qualified advice on company and contract formalities, dependent-agent and fixed-place PE, corporate registration, regulated activity and any other consequences in the countries involved.
These are operating choices, not a ladder every salesperson should climb. If the business needs local closing authority permanently, the review may point to a different structure. If it needs only customer discovery, adding signature power creates work without solving an operating problem.
A headquarters signature does not settle the tax question
Some current tax rules examine more than the name beside the signature line. OECD Article 12 addresses a person who habitually concludes covered contracts or habitually plays the principal role leading to contracts that the enterprise routinely concludes without material modification. That formulation applies only where the relevant treaty, notifications, reservations, effective dates, local law and facts make it applicable.
The United Kingdom now provides a concrete, date-specific illustration. For chargeable periods beginning on or after January 1, 2026, Finance Act 2026 Schedule 7 expanded the UK domestic dependent-agent rule to cover habitual contract conclusion and a habitual principal role leading to contracts routinely concluded without material modification.
HMRC's current guidance, updated September 15, 2026, says repetition is required. It describes a principal role as one in which the person's UK actions led and directly produced the contract, or formed the majority of the activities directly producing it. It also says promotion or marketing that does not directly result in a contract does not meet that test. HMRC separately tells readers to check the applicable treaty, whose wording may differ.
That defeats two shortcuts at once. A salesperson does not automatically create a dependent-agent PE by attending a meeting. Headquarters also cannot assume that holding the pen prevents one when the local person repeatedly delivers contracts that headquarters accepts unchanged.
Commercial authority is only one part of the review. HMRC uses another current example in which significant sales-conclusion functions happen outside the UK, so there is no dependent-agent PE, yet an office available for client-management work creates a fixed-place PE. The country facts and the relevant treaty still control. The broader permanent establishment guide explains that wider analysis.
Records that help describe the same role
An authority policy fails when each participant sees a different job. Align these records before the person uses the permission:
- Provider submission: State the products, contracting entity, customer types, employment country, same-country visits, actual negotiating discretion, discount and clause limits, who reaches substantive agreement, and who signs.
- Employment scope: The EOR's role description and employment documents should reflect the accepted customer-facing duties. Do not hide signing or negotiation behind a harmless title.
- Company delegation: Use the instrument qualified counsel identifies for the company and governing law. Keep this commercial authority distinct from a second employment agreement with the worker.
- Customer-facing and system signals: Titles, proposals, email language, CRM permissions, electronic-signature access and manager behavior should not imply a wider mandate than the company intends.
Current provider workflows illustrate why disclosure matters. Deel's EOR setup guide asks for title, seniority and complete duties, and describes review or amendment for certain work arrangements and agreement changes. Remote's co-employment guidance says its employee agreement sets duties and warns about direct client employment agreements. Those are provider-specific processes, not universal EOR rules.
They support a narrow conclusion: coordinate the accepted role and company delegation with the EOR. They do not prove that Borderless or another provider accepts contract-signing duties. Borderless's public materials reviewed for this article did not establish a signing-authority policy, so obtain a written decision on the actual case.
Authority can outgrow the written schedule
Company authority rules vary, but one UK example shows why conduct matters. Under Companies Act section 43, a contract under the law of England and Wales or Northern Ireland may be made for a company by a person acting under its express or implied authority.
The UK Supreme Court explained in the Philipp judgment that actual authority depends on the agreement between principal and agent. Apparent authority can bind the principal where the principal represented that authority and the third party reasonably relied on it. The salesperson's own assertion is not enough, and a customer put on inquiry may have to check.
Its scope is UK agency law. The example still exposes an operating failure: a private limit can become unreliable when the company gives the salesperson a broad title, signature access, repeated approval, or customer-facing signals that point another way.
Do not use an ordinary-contract authority policy for every document. Section 44 provides separate formal-execution routes under the law of England and Wales or Northern Ireland. Other companies, documents and jurisdictions have their own rules. Flag deeds, guarantees and documents with witness, seal, notarization or filing requirements for separate review.
Assemble the decision packet before authority goes live
For the chosen model, collect:
- the customer-contracting company, employment country, customer locations and expected visits within that country, plus any separately assessed additional-country work;
- a deal-stage authority schedule with value, term, clause, territory and document limits;
- the real headquarters approval path, including what approvers review and can change;
- the proposed delegation and the company/contract-law basis supplied by qualified counsel;
- written EOR acceptance tied to the actual duties and work setting;
- country- and treaty-specific tax, corporate-registration and regulatory conclusions;
- aligned role, employment, template, title, CRM and signature settings; and
- an owner and trigger for review when duties, territory, location, contract type or approval behavior changes.
If the salesperson has not yet been employed through an EOR, the first-salesperson hiring route carries the accepted authority profile through the offer, employment documents, onboarding and start. Do not let an intended Monday start compress the authority analysis into a job title.
The decision is not “EOR or no EOR.” It is: which acts may this person perform, who validly authorizes them, has the legal employer accepted those duties, and what consequences follow from the activity that will actually occur?
An unnamed company's delegation and tax position require case-specific approval. Ask Borderless to assess the disclosed employment case, and bring both the activity ledger and the title to that review.