If they claim to be a single director, make sure it corresponds to the last register entry of the Bureau of Companies. If you are one of several directors, but they say they are allowed to act on behalf of the company, you are entitled to seek evidence of their authority. An agent`s authority may be explicit or implied. Explicit authority is the authority that a sponsor of the company has expressly given to the agent (orally or in writing) and the implied authority is the authority that an agent must make to perform acts (such as the contract) that are reasonably incidental and necessary to the effective performance of his duties. Implicit authority can simply arise from the fact that someone is employed in a function associated with it. To demonstrate actual authority, it is necessary to enter into some sort of agreement between the client and the agent, authorizing the agent to enter into a contract on behalf of the principal (as in Hely-Hutchinson/Brayhead  1 QB 549). To be able to effectively sign a contract, you must be one of the signatories of the contract and meet certain requirements. In Australia, a contract can be signed by two directors of the company, a director and the secretary of the company, or the sole director, who is also the secretary of the company. Section 66 Companies Act 2016 provides for how to effectively execute a document on behalf of the company. In order for the document to be effectively executed by a company, it must be signed, on behalf of the company, by at least two qualified executives, when it is necessary to be a director. However, in the case of a single director, the exclusive director can sign, but in the presence of a witness who certifies the signature. An “agent” is a director of the company; A company secretary or any other person approved by the Board of Directors for the execution of these documents on behalf of the company. Bishop Warden Property Holdings Limited v.
Autumn Tree Limited has been the subject of discussion in legal circles. The case underscores why it is dangerous to rely on a director`s ability to resign on a board of more than one, on behalf of a company. The case has repercussions on many levels. It`s a reminder that you or those you work with may not have as much authority as you think. Section 126 of the Corporations Act 2001 (Cth) specifies that a company`s power to enter into, amend, ratify or adopt a contract may be exercised by a person acting as an agent of the company. However, to do so, the officer must have authority. The parties who can sign a contract for a company are those who have been given the power to represent their company when negotiating the contract.