Company Power of Attorney

A deed appointing an attorney to sign for your company, for one transaction or on an ongoing basis.

  • For companies and corporate trustees, not individuals
  • Specific-transaction or general authority
  • Directors' resolution and signing instructions included
  • Fixed fee of $660 plus GST
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When a company needs one

When the Directors Cannot Sign

A company can appoint an attorney to sign documents in its name when its directors are unavailable.

The most common situations are a director who is overseas when a contract or settlement needs signing, a company whose directors usually travel together, a sole director company that wants a contingency in place, and a single transaction such as buying or selling property.

This is a company document. It is separate from a personal or enduring power of attorney, which an individual makes for their own affairs. We prepare company powers of attorney only.

This page is general information and is not legal advice about your circumstances.
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What it covers

What the Deed Sets Out

Each power of attorney is prepared for the company and the task the attorney will carry out.

The Attorney

Who is appointed, and whether 2 or more attorneys can act separately or must act together.

Scope of Authority

What the attorney can sign and do, from a single transaction to an ongoing general authority, with any limits stated.

Duration and Revocation

When the power starts and ends, and how the company can revoke it.

Execution as a Deed

Signed by the company as a deed, by 2 directors, a director and secretary, or a sole director.

Directors' Resolution

A resolution of the directors approving the appointment, kept with the company records.

Land Dealings

Wording for transfers, mortgages and other dealings where the attorney will deal with property, ready for registration.

Fixed fee

What It Costs

Company power of attorney

  • Preparation of the power of attorney deed
  • Directors' resolution appointing the attorney
  • Check of the company constitution, if it has one
  • Review of the trust deed where the company is a trustee
  • Signing instructions, including for directors overseas
Fixed fee$660plus GST

Disbursements: registration is only needed where the attorney will deal with land, and each state and territory has its own registration requirements and fees. In NSW, a power of attorney used for a land dealing must be registered with NSW Land Registry Services (currently $182.71 including GST). For land in other states and territories, we confirm the requirements and fees before lodging. Registration fees, and any notary or consular fees for signing overseas, are passed on at cost.

Before you start

What We Check

A company power of attorney is only as useful as the third parties who will accept it, so we check these points before preparing it.

The company, not the director: A director cannot appoint someone to act as director in their place. The company appoints the attorney to act for the company.

The constitution: If the company has its own constitution, we check it for limits on appointing an attorney and for how the deed must be signed. Companies relying on the replaceable rules can appoint an attorney by directors' resolution.

Corporate trustees: If the company is the trustee of a family trust, unit trust, SMSF or bare trust, what the attorney can do also depends on the trust deed. We review the deed first.

Land: If the attorney will sign a transfer, mortgage or other dealing, the power of attorney must be registered in the state where the land is before it is used.

Signing overseas: Directors overseas usually sign before a notary or Australian consular officer. We give instructions for the country concerned.

Things to Know

The company stays in control

Appointing an attorney does not stop the directors acting. The attorney acts alongside them, within the deed.

Revoke in writing

The company can revoke the power at any time by notice to the attorney, and should revoke any registration.

Certified copies

Banks and other parties usually ask for a certified copy before they accept the attorney's signature.

Keep it narrow if you can

A power limited to one transaction is easier for third parties to accept and carries less risk.

Choose the attorney carefully

The attorney binds the company. Appoint someone the directors trust and who understands the task.

Personal matters are separate

A director's own enduring power of attorney is a separate document made by the individual.

We prepare company powers of attorney for companies and corporate trustees.

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How it works

From Intake to Signing

01

Complete the intake form

Tell us about the company, the attorney and what the attorney needs to do.

02

We check the company

We review the constitution and, where the company is a trustee, the trust deed, and confirm the fee in writing.

03

We prepare the documents

The power of attorney deed and directors' resolution are prepared with signing instructions.

04

Sign and use it

The directors sign. If the attorney will deal with land, we lodge it for registration.

Intake form

Company Power of Attorney Intake

The form takes about 5 minutes. We will come back to you to confirm the scope and fee before any work starts.

Company Power of Attorney Intake

About you

Your role

The company

How many directors does the company have?
Does the company have its own constitution?
If it has its own constitution, we will ask for a copy. We check it for any limits on appointing an attorney and for how the deed must be signed.

Trustee check

Many companies exist only to act as trustee. If the company is a trustee, what the attorney can do also depends on the trust deed, so we need to know before we prepare anything.

Does the company act as trustee of any trust or fund?
If you are not sure, check with your accountant - the company name often includes "ATF" or "Trustee", but not always.
Will the attorney need to sign for the trust or deal with trust assets?
Can you provide a copy of the trust deed and any variations?
Is the attorney intended to act in place of a director of the SMSF trustee company?
A director of an SMSF trustee company generally cannot hand that role to someone else through a company power of attorney. If this is what you need, we will explain the options before any work starts.

What happens next: we review the trust deed before preparing the power of attorney, to confirm the trustee can delegate the powers you need. We will tell you if the deed limits what the attorney can do.

The attorney

If there will be more than 1 attorney, list each name and say whether they can act separately or must act together.
Attorney connection to the company

What the attorney will do

Scope of the power of attorney
For example: sign the transfer and settle the purchase of 10 Smith Street; operate the company bank account while the director is overseas.
Will the attorney sign anything dealing with land?
For example a transfer, mortgage, discharge or lease that will be registered on title.
Which state or territory is the land in?
For example: on settlement, on a set date, or when revoked.
Where will the directors sign the power of attorney?
Signing overseas usually needs a notary or consular officer to witness.

Submitting this form does not engage us or create a client relationship. We will confirm the fee and scope in writing before any work starts.

Explore:

A company power of attorney is often needed alongside a property purchase or a corporate trustee structure.

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Frequently Asked Questions

What is a company power of attorney?
It is a deed made by a company that appoints a person, the attorney, to sign documents and act in the company's name. It can be limited to one transaction or give a broader, ongoing authority.
Is this the same as a personal or enduring power of attorney?
No. A personal or enduring power of attorney is made by an individual for their own affairs. A company power of attorney is made by the company for company matters. We prepare company powers of attorney only.
Can a director appoint someone to act as director in their place?
No. A director cannot hand over the role of director through a power of attorney. What the company can do is appoint an attorney to sign documents and act for the company within the limits set out in the deed.
Does a company power of attorney need to be registered?
Only if the attorney will deal with land. Each state and territory has its own rules. In NSW, a power of attorney must be registered with NSW Land Registry Services before it can be used for a dealing such as a transfer, mortgage or discharge. It does not need to be registered to sign a contract, operate a bank account or sign ordinary commercial documents.
Do you need to see the company constitution?
If the company has its own constitution, yes. We check it for any limits on appointing an attorney and for how the deed must be signed. If the company relies on the replaceable rules, the directors can appoint an attorney by resolution.
What if the company is a trustee?
We review the trust deed before preparing the power of attorney. A trustee's ability to delegate depends on the deed, and an SMSF trustee company has additional limits. The intake form asks the questions we need to check this.
How long does it last?
Until the end date or event set out in the deed, or until the company revokes it. A company can revoke a power of attorney at any time by notice to the attorney, and any registration should also be revoked.
What does it cost?
$660 plus GST, including the deed, the directors' resolution and signing instructions. Registration fees and any overseas witnessing costs are disbursements, passed on at cost.
Can the directors sign from overseas?
Yes. The deed can be signed overseas, usually before a notary or Australian consular officer so that it will be accepted here. We include instructions for the country concerned.

Have a question that is not answered here?

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Need a Company Power of Attorney?

Tell us about the company and what the attorney needs to do, and we will confirm the fee in writing.

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