How to Create a Company Power of Attorney

A company power of attorney is a deed where your company appoints a person (the attorney) to sign documents and act on the company’s behalf, within limits the company sets. Because the company grants it, not you personally, it keeps working when a director is sick, overseas or simply unreachable.

Here’s the uncomfortable bit. Most directors only think about this when a settlement is due, the other director is in hospital, and the bank won’t accept anyone else’s signature. By then, the quick fix is gone. A little planning now saves you weeks of frozen accounts later.

What is a company power of attorney, and how is it different from a personal one?

Your company is a separate legal person. It can own property, sign contracts and, under the Corporations Act 2001 (Cth), appoint agents to act for it. A company power of attorney is the formal, written version of that appointment, so banks, landlords and registries can rely on it.

A personal power of attorney works the other way round. You, as an individual, appoint someone to manage your own money and property. It protects you. It does nothing for your company.

Mixing the two up is the single most common mistake we see. Here’s how they compare side by side.

	Company power of attorney	Personal power of attorney (general or enduring)
Who grants it	The company, approved by its directors	You, as an individual
Who it serves	The company only	You only
What governs it	The Corporations Act, your constitution and general law	State and territory powers of attorney laws
Can the attorney sign company documents?	Yes, within the scope granted	No, not in your capacity as a director
Survives a director’s death?	Yes, because the company still exists	No, it ends when you die
Witnessing	No witness needed if signed under section 127	Strict state-based witnessing rules
Ends when	The company revokes it, the term expires or the company is deregistered	You revoke it or die, or (for a general power) you lose capacity

That witnessing row matters. Plenty of older guides, including an earlier version of this one, quote the NSW enduring power of attorney witnessing rules as if they apply to companies. They don’t. Those rules exist for individuals, and you can read them in our guide on who can witness a power of attorney document.

Can a power of attorney act for a director of a company?

No. It’s the question we’re asked most, and the answer catches people out.

Being a director is a personal office. The NSW Supreme Court made this clear in Mancini v Mancini [1999] NSWSC 799: a directorship isn’t a property right that an attorney can exercise on your behalf. So if you hold an enduring power of attorney for your business partner, you can’t sit in their board seat or sign company documents in their name.

What a personal attorney can do is exercise your rights as a shareholder. That includes voting your shares at a general meeting, which can mean appointing a new director. It’s an indirect route. In a sole-director company, though, it’s sometimes the only route available.

Want someone to sign for the company while you’re out of action? The company has to appoint them. That’s the job of a company power of attorney, or one of the alternatives further down.

When does a company actually need a power of attorney?

Whenever one person’s absence would stop the paperwork. For most small Australian companies, that’s a real risk. These are the situations that come up again and again:

• Two directors, one unavailable. Under section 127, a company with two directors needs both of them (or a director and the secretary) to sign. If one is in hospital on settlement day, nothing gets signed.
• A sole director who travels. Leases, finance documents and supplier contracts won’t wait for your flight to land.
• A company acting as trustee. Corporate trustees of family trusts and SMSFs still need to sign distribution resolutions, rollover forms and insurance claims. When a director can’t sign, beneficiaries wait.
• High-volume contracting. Some businesses authorise an operations manager to sign standard customer agreements up to a set dollar value, so the director stops being the bottleneck.
• Property and finance deals. Hard deadlines, plus third parties who won’t accept anything less than a valid signature.

Many directors assume a serious illness buys the company some breathing room on its contracts. It doesn’t. Lawpath lawyers regularly explain to clients that because the company is a separate legal entity, a director falling ill won’t pause or frustrate the company’s obligations. Deadlines keep running. Someone still has to sign.

Company power of attorney or something else? Choosing the right tool

A company power of attorney isn’t your only option. Each tool below solves a slightly different problem, and plenty of companies use two or three together.

Option	What it does	Best for	Watch out for
Company power of attorney	The company appoints an attorney to sign and act within a defined scope	Emergency or ongoing signing when directors are unavailable	Needs a tight scope; some banks reject broad or multi-attorney deeds
Directors’ resolution granting signing authority	The board authorises a person to sign specific documents as the company’s agent under section 126	One-off transactions and routine contracts	Counterparties may ask to see the resolution
Alternate director	A back-up person acts as director for a set period (a replaceable rule under section 201K, or your constitution)	Longer absences where board decisions are needed	They take on full director duties, and ASIC must be notified within 28 days
Delegation under section 198D	Directors hand specific powers to a person or committee	Day-to-day management by a trusted manager	Directors stay responsible for the delegate’s actions (section 190)
Enduring power of attorney plus section 201F	If a sole director and shareholder loses capacity, their attorney can appoint a new director	Sole-director companies	Only works if the enduring power is already in place

For business-as-usual signing, a Directors’ Resolution for Signing Authority is the fastest fix. It doesn’t need a deed or a seal. If you’re facing a longer absence where real decisions need a director, read up on what an alternate director can do, then record the appointment with a resolution to appoint an alternate director.

A sensible set-up for a two-director company: a signing resolution for routine contracts, plus a company power of attorney held in reserve for emergencies. Neither costs much. Both save you when it counts.

How to create a company power of attorney in six steps

1. Check your constitution first

Your constitution may already say what happens when a director loses capacity, or limit what the board can delegate. Lawpath lawyers see the same pattern over and over: the constitution was adopted on registration day, nobody has opened it since, and it says nothing useful about incapacity.

If yours is outdated or missing, updating your company constitution fixes the problem at the source. Do it while everyone is well. Changing a constitution mid-crisis, with a director in hospital, is far harder.

2. Record the decision in a directors’ resolution

Pass a board resolution approving the appointment and the form of the deed. Banks and lenders ask for this paper trail. It also proves the board authorised the power, rather than one director acting alone.

3. Pick your attorney, and be realistic about it

Your attorney can be an adult individual or another company. Choose someone who understands the business and will actually pick up the phone at 7am when a settlement goes sideways.

Appointing two? Decide whether they act jointly (both must sign) or severally (either one can). Joint appointments add a safety check but double the odds that someone is unavailable. Some banks and land registries also push back on deeds naming more than one attorney, so ask before you sign.

Think twice before asking your accountant or lawyer to hold the power. Many professionals decline, because acting as your attorney can conflict with the duties they already owe you as a client.

4. Define exactly what the attorney can do

Vague powers get rejected by banks. Unlimited powers create risk for you. Spell out:

• the transactions covered, such as banking, leases, or contracts up to a dollar cap
• how long the power lasts, or a date to review it
• whether the attorney can hand their authority to someone else
• whether they can benefit personally, for example by paying themselves for their time
• which state or territory’s law governs the deed

Courts read powers of attorney strictly. If a power isn’t written into the deed, assume your attorney doesn’t have it.

5. Sign it as a deed under section 127

Section 127 of the Corporations Act lets a company sign a document through two directors, a director and a company secretary, or (for a proprietary company with one director) that sole director alone. No witness is required. A company seal is optional.

Since the Corporations Amendment (Meetings and Documents) Act 2022 (Cth), directors can also sign electronically and on separate counterparts. One director can sign a PDF in Singapore while the other signs paper in Parramatta.

Those same 2022 reforms mean an agent authorised under section 126 no longer has to be appointed by deed to sign deeds for the company. Sign your company power of attorney as a deed anyway. Banks and registries still expect one, and it removes an argument you don’t need to have.

Have your attorney sign an acceptance too. It confirms they understand the scope and makes the bank’s job easier.

6. Store it, tell people, and register it if you deal in land

ASIC doesn’t register company powers of attorney. Keep the original with your company records and give certified copies to whoever will rely on it. Your bank comes first.

Land works differently. Each state’s land registry sets its own rules, and in NSW a power of attorney must be registered with NSW Land Registry Services before an attorney can use it for land dealings. If a property settlement is anywhere on the horizon, talk to your conveyancer before you sign the deed.

Should a company power of attorney only kick in when something goes wrong?

Lots of directors want the power to sit dormant until they’re sick, missing or worse. It sounds sensible. In practice, trigger conditions cause trouble.

Words like “incapacitated” or “unavailable” have to be proven to a bank, in a hurry, sometimes by a doctor who won’t commit in writing. We see the same friction with personal enduring powers of attorney, where advisers tell clients that a medical certificate is the practical key to activating one.

Our view? Make the power operational from the day it’s signed, then control it physically. Leave the original with a trusted person or your lawyer, with written instructions on when to release it. You get the safety of a dormant power without an argument over whether the trigger has been met.

What can’t a company attorney do?

A company power of attorney hands over signing and operational authority. It doesn’t turn your attorney into a director or a shareholder. An attorney can’t:

• make decisions reserved for the board, or appoint and remove directors
• exercise powers that belong to someone else, such as the appointor of a family trust
• act outside the scope written into the deed
• benefit personally, unless the deed expressly allows it
• swear affidavits in the company’s name

Attorneys carry duties too. They must act honestly and in the company’s best interests, avoid conflicts, keep proper records, and keep company money well away from their own.

And directors aren’t off the hook. You still answer for what happens in the company. Pick someone whose judgement you’d trust with the company bank account, because that’s exactly what you’re handing over.

What happens if you’re the sole director and something happens to you?

This is where most plans fall over. A company power of attorney doesn’t replace you as director, and every proprietary company must have at least one director at all times. If you die or lose capacity, banks commonly freeze the company’s accounts as soon as they find out, whatever company power of attorney is on file.

The legal fix sits in section 201F. If the only director and only shareholder of a proprietary company dies, or can’t manage the company because of mental incapacity, their personal representative or trustee can appoint a new director. They can even appoint themselves.

Here’s the catch. Section 201F needs someone who has already been appointed to manage your affairs. Lose capacity without an enduring power of attorney, and your family may have to apply to a tribunal or court for a financial manager first. That takes time, and the company sits frozen while it happens.

For sole directors, the plan has three parts:

1. An enduring power of attorney naming the person who can step in under section 201F (Lawpath has versions for each state)
2. A will that says who receives your shares, so your executor can act quickly after your death
3. A company power of attorney for signing while you’re temporarily unavailable

Once someone holds your shares or your enduring power, a shareholders’ resolution to appoint a director gets the company moving again. Lawpath lawyers helping sole directors with succession planning go one step further: naming in the will who should become director, with draft resolutions ready. It turns a scramble into a checklist.

What we see in Lawpath consultations

Our lawyers talk with directors about incapacity, succession and signing authority all the time. Four patterns keep coming back.

Holding an enduring power of attorney for your co-director doesn’t make you their stand-in

Two directors, often a couple or family members, and one becomes seriously unwell. The other holds an enduring power of attorney for them and assumes it lets them run the company solo. Our advisers explain that the two roles carry separate duties under separate laws, and those duties can pull in different directions.

The enduring power covers the unwell director’s personal affairs. What the remaining director can do inside the company depends on the constitution. Which brings us to the next pattern.

Most constitutions say nothing useful about incapacity

When a director loses capacity, the first document our lawyers ask for is the constitution. Far too often it’s a generic template from registration day, with no process for an incapacitated director and no plan for their shares. Fixing that before anyone is sick costs a fraction of fixing it during a crisis.

You may have already granted a power of attorney without noticing

Loan documents, franchise agreements and shareholders agreements regularly contain power of attorney clauses. We see private lending documents with broad powers that let the lender sign on the borrower’s behalf after a technical default.

Our advisers recommend negotiating these down: add notice and cure periods before the power can be used, and limit it to administrative tasks where you can. Read that clause before you sign. It’s short, and it matters.

Execution blocks trip people up

When an attorney signs, the signing block needs to show they’re signing as attorney under a specific power. Get it wrong and the other side can question whether the company is bound at all. A correct attorney execution block is a small detail our lawyers are asked for surprisingly often, and it’s worth getting right the first time.

How do you revoke a company power of attorney?

Pass a directors’ resolution revoking it, then tell the attorney in writing. Next, notify every bank, landlord and counterparty holding a copy. They’re entitled to keep relying on it until they know otherwise. If the power was registered with a land registry, lodge the revocation there as well.

A company power of attorney also ends on its own when its term runs out or the company is deregistered.

Keep a one-page register: which powers exist, who holds copies, and when each one is due for review. Future you will be grateful.

Frequently asked questions

Is a corporate power of attorney the same as a company power of attorney?

Yes. “Corporate power of attorney”, “company power of attorney”, “company POA” and “CPOA” all describe the same document: a deed in which a company appoints an attorney to act and sign on its behalf.

Can my power of attorney sign documents for me as a company director?

No. A personal power of attorney only covers your personal affairs, and a directorship is a personal office that can’t be handed to an attorney. For someone to sign for the company, the company itself must appoint them.

Does a company power of attorney need to be witnessed?

Not if the company signs it under section 127 of the Corporations Act. Two directors, a director and secretary, or a sole director can sign without a witness, on paper or electronically. Land registries may impose extra requirements for property dealings.

Do I need to register a company power of attorney with ASIC?

No. ASIC has no register for company powers of attorney. Keep the original with your company records and give certified copies to your bank and anyone else relying on it. Register it with your state land registry if the attorney will deal with land.

Does a company power of attorney end if a director dies?

No. The company grants the power, and the company still exists. But if a sole director dies, banks commonly freeze accounts until a new director is appointed, so sole directors need an enduring power of attorney and a will as well.

Can a company appoint more than one attorney?

Yes. You choose whether they act jointly (all must sign) or severally (any one can sign). Some banks and registries resist deeds naming several attorneys, so check with them first. Separate deeds for each attorney are one way around this.

Can the attorney or the directors be overseas?

Yes. The Corporations Act doesn’t restrict where directors sign or where the attorney lives, and electronic signing is permitted. In practice, check your bank can verify an overseas attorney’s identity before you rely on them.

Is there a company power of attorney template I can use?

Templates are a starting point, but scope, execution and bank requirements need tailoring to your company. For routine signing, a directors’ resolution granting signing authority often does the job faster. For an emergency power, have a lawyer draft or review it.

Your next step

If you’ve read this far and realised your company has none of this in place, you’re not behind. Most small companies don’t, right up until the day they need it. The fix is a handful of documents, and one conversation with the right lawyer gets you most of the way there.

Talk to a Lawpath business lawyer about setting up your company power of attorney today.