If you sign as a director or company secretary, your signatures will appear on a performance block at the end of the contract. A valid Common Seal signature is made when the seal is affixed and attested by: A company may grant a power of attorney to an agent/director by: And what does the signature block look like for someone signing on behalf of your company? Here it is: If your agent or representative has the authority, he must sign in front of a witness. Companies should ensure, through their management bodies, that each signatory acts within its powers. It is important to note that a lawyer can only sign a deed (and not an agreement) on behalf of another person (person or company) if he has been appointed to do so by an act (and not by an oral or written agreement or other confirmation) – see MYT Engineering Pty Ltd v Mulcon Pty Ltd (1999) 195 CLR 636. The usual way to do this is for the client to grant a power of attorney in the form of a deed. Companies usually sign agreements through the signature of their directors and secretaries. According to the Business Corporations Act, a company has validly signed the contract if the signatures come from: This is an execution block allowing a company to conclude an agreement using its common seal in the presence of: Execution in accordance with a company`s articles of association It is important to note that a partner can only sign a deed (not an agreement) on behalf of a partnership if: if he or she by a document (and not by an oral or written agreement or other confirmation) to do so. This power can be exercised without using the common seal, so that a corporation can authorize a director or other representative to sign on its behalf. To validly sign a contract, you must be an authorized signatory and meet certain requirements.
In Australia, a contract may be signed by two directors of the company, one director and the secretary of the company or the sole director who is also the secretary of the company. For example, if you are the sole director but not the secretary of the corporation, you can stipulate in the articles that you can sign on behalf of the corporation. There are different rules for each type of document and each type of person. Unlike ordinary agreements, for example, documents signed by individuals must generally be attested, a condition imposed by statute rather than common law (a point recently made in Brown v Tavern Operatory Pty Ltd [2018] NSWSC 1290). Moreover, all documents take effect only when they are served (a legal concept that focuses on when a party signing an instrument intends to be bound) rather than simply executed. On the other hand, the other party may argue that the contract is unenforceable because your company did not sign the contract correctly. You would waste time and money arguing that the contract remains enforceable. Therefore, you should think about how your company can implement an appropriate process to manage the signing of contracts. If you need help or advice in executing documents on behalf of a company, please contact us on (07) 4724 1016 or by email admin@dhlaw.com.au. As with the purposes of Article 127(2)(c) by affixing the common seal of a company, enforcement by signature under Article 127(1)(c): a company must follow certain procedures under the Companies Act or its incorporation in order to validly sign contracts.
If they do not follow these procedures, their contracts may not be enforceable. Therefore, you need to make sure that all directors, company secretaries or other people in your company know the correct procedure for signing contracts. If you have any questions, contact LegalVision`s contract lawyers today at 1300 544 755 or fill out the form on this page. Section 127 of the Act requires that the document be signed by: There are narrow exceptions where the above criteria are not met, under which a partnership may sign an indenture. You are: In fact, you may be more familiar with Director signature blocks. In the event that the power of attorney of the signing authority is or may be implied, the opinion of an expert must be sought. This execution block stipulates that the person performing the contract has his signature confirmed. This requirement has been included for evidentiary purposes. It is not legally necessary. But what if you can`t get a director to sign a legal document for your company? For the purposes of hypotheses, a person may also assume that any person who signs the document and declares, in addition to his signature, that he is the sole director and secretary of the corporation, holds both positions.