Company Power Of Attorney
Business & Commercial
A company power of attorney is a practical legal instrument that allows a company to authorise a trusted person (or corporate attorney) to act on its behalf for clearly defined purposes.
Unlike an individual power of attorney, this delegation isn’t about mental capacity; it’s about continuity, ensuring your organisation can still sign documents, complete transactions and meet deadlines when directors are travelling, unavailable, conflicted, or when execution needs to occur in another jurisdiction or time zone.
At Burgess Thomson, we draft, review and implement attorney appointments that actually work in the real world. We align the delegation with your company’s constitution, banking and lender requirements, commercial contracts and regulatory obligations, so that counterparties and registries will accept the attorney’s signature without delay.
When a Company Power of Attorney Makes Sense
- Time-critical deals: Settlements, completions and tenders where a director isn’t available.
- Property and leasing: Signing transfers, mortgages, leases and land registry forms (many registries require a specific form of delegation for dealings to be accepted).
- Banking and finance: Opening or operating accounts, giving standard instructions and managing day-to-day treasury tasks under lender mandates.
- Cross-border execution: Where local law requires an on-the-ground signatory or notarised execution.
- Group structures: Streamlining signatures across subsidiaries while maintaining control from the parent board.
- Conflicts or quorum issues: Allowing transactions to proceed where a director is conflicted and the remaining board wishes to delegate execution.
What a Company Power of Attorney Can Cover
The scope is tailored to your risks and workflows, but commonly includes authority to:
- Execute deeds and agreements, affix or apply the company seal (if used), and deliver notices
- Lodge forms with ASIC and other regulators
- Sign routine commercial documents (NDAs, supply agreements, purchase orders) within set monetary limits
- Complete property dealings and conveyancing documents
- Give standard instructions to banks, brokers and registries
- Appoint local agents or solicitors for a specific transaction
We draft the delegation with clear boundaries, so the attorney can move quickly while the board retains strategic control.
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How We Structure Your Company Power Of Attorney
- Check the constitution and board protocols: We confirm the company is permitted to delegate and identify any execution formalities (for example, deed requirements or seal usage).
- Define scope and limits: Purpose-built authority (single transaction vs ongoing), monetary caps, excluded matters, and whether authority is joint, several or joint-and-several.
- Term and revocation: Fixed term, sunset on completion, or ongoing until revoked. Plus a simple revocation mechanism and notification protocol to banks and counterparties.
- Execution formalities: Prepared as a deed and executed correctly to satisfy counterparties, registries and overseas authorities (including notarisation and apostille if required).
- Downstream consistency: We align mandates, board resolutions and internal policies so there’s no mismatch between the delegation and day-to-day procedures.
Why Burgess Thomson?
- Commercially focused: We design delegations that counterparties actually accept, minimising execution risk and delays.
- End-to-end support: From drafting to notarisation and practical roll-out.
- Clear documents: Plain-English deeds, resolutions and guidance notes your team can use confidently.
- Aligned governance: We ensure your delegations work alongside constitutions, board protocols and lender mandates.
Get Tailored Advice
If your business needs reliable execution options without bottlenecks, speak to Burgess Thomson. We’ll prepare a concise, enforceable company power of attorney that keeps deals moving while your board stays firmly in control.
FAQ's
Why would I grant a Company Power of Attorney?
You should consider a Company Power of Attorney if you want to ensure that your company is able to continue operating at full capacity if a director is unable to deal with a certain matter. For example, if your company has two directors but both are overseas on a work related trip, what happens if an urgent matter arises that they are unable to deal with? This is where an attorney would step up to resolve the issue. It is also prudent to appoint an attorney incase any of the directors lose mental capacity or pass away.
Who can I appoint?
You can appoint any adult who is an Australian resident of sound mind. Who you should appoint is a different question. We recommend appointing someone trustworthy, who you are confident could take care of the company and act in the best interests of shareholders.
Is a company power of attorney the same as signing under section 127 of the Corporations Act?
No. Section 127 is a method of company execution by directors/secretary. An attorney signs as attorney for the company under the authority granted by the deed of appointment. Both methods are valid; the right choice depends on availability, logistics and counterparties’ requirements.
Do we need more than one attorney?
Often yes. Appointing joint or joint-and-several attorneys provides flexibility and continuity (for example, one local and one interstate).
Can we limit it to a single deal?
Absolutely. Many clients use a transaction-specific delegation that automatically ends at completion.
What if we change our mind?
The board can revoke at any time. We’ll prepare a revocation deed and notify banks, registries and counterparties so there’s a clean cut-off.