January 2, 2019

How to sign legal documents for your Australian company

Photo credit: Raw Pixel, Unsplash

How to sign legal documents for your Australian company

Updated: 8 December 2019

In Australia, directors are able to sign legal documents on behalf of a company.

In fact, you may be most familiar with director signature blocks.

Below are some sample signature blocks that you've likely seen before. 

Sample signature blocks

This sample signature block is for a sole director:

And this one is for 2 directors or one director and one secretary:

Both of the above signature blocks refer to section 127 of the corporations act and below I will explain what this means.

So who exactly can sign under section 127 of the Corporations Act 2001?

Section 127 allows you to sign your business’s contracts either by:

  • 2 directors of your company; OR
  • a director and a company secretary of your company; OR
  • by a sole director who is also the sole secretary.

Also, section 127 also allows the use of a seal.

And here it is, a seal example below:

Seal rules

A seal is not that common nowadays. And if you do use a seal, here are the rules for who can witness it:

  • 2 directors of your company; OR
  • a director and a company secretary of your company; OR
  • a sole director that is also the sole secretary.

But what happens when you cannot get hold of a director to sign a legal document for your company?

Your business contracts should not come to a stand still.

The simple answer is that you can delegate signing of your business contracts to someone other than a director.

Here’s what section 126 of the Corporations Act 2001 says (paraphrased):

"A company can make, vary, ratify or discharge a contract through someone else that’s been given express or implied authority to act on behalf of the company."

And what does the signature block look like for someone signing on behalf of your company? Here it is:

The best thing about this last signature block is that it gives your business flexibility. For example, you can delegate the role of signing client agreements to other employees in your business.

Do you have a question or comment about a signing a legal document? leave it below.

About the author 

Vivian Michael

As founder and lawyer at Michael Law Group, Vivian advises Australia's top entrepreneurs on business and employment matters. Clients benefit from Vivian's commercially focussed and pragmatic legal advice, business experience, and commitment to deliver the best quality business legal services to her clients.

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