Can A Company Secretary Sign A Board Resolution?

If you’re tightening up your company’s governance, it’s natural to ask who can sign what. One common question we hear is whether a company secretary can sign a board resolution in Australia.

Short answer: usually, no - not to pass the resolution itself. But a company secretary does have important signing powers around documents, minutes and certifications, and can sign certain company documents under the Corporations Act.

Below, we’ll break down what the law says, when a secretary can and can’t sign, and a practical checklist you can use to keep your board processes compliant and efficient.

Quick Answer: Can A Company Secretary Sign A Board Resolution?

Generally, directors must sign a directors’ resolution (including a circulating resolution) because they are the decision-makers of the company. A company secretary is not automatically a director. So, unless the person is wearing two hats (director and company secretary), a company secretary cannot “sign” a board resolution to approve it.

However, a company secretary can:

• Sign to certify a copy of a resolution or minutes as a true and correct copy (an administrative function).
• Sign certain company documents under the Corporations Act, including execution under section 127 when paired with a director (or as otherwise permitted).
• Sign or issue board-related notices (like meeting notices or consents) if authorised by the board or the company’s constitution.

Think of it this way: directors make the decision and sign the resolution. The company secretary supports the process, records it properly, and may sign documents that give effect to the decision or certify records - all within the authority given by law, the constitution and any board delegations.

What Does The Corporations Act Say About Board Resolutions?

Under the Corporations Act 2001 (Cth), proprietary companies can pass directors’ resolutions either at a board meeting or by circulating resolution (signed by all directors entitled to vote, unless your constitution says otherwise).

Key points to keep in mind:

• Directors must sign resolutions. The directors themselves approve and sign the board resolution. A company secretary who isn’t also a director does not have a vote at the board table.
• Minutes must be kept and signed by the chair. Board minutes need to be entered into the minute book within one month and signed by the chair of that meeting or the chair of the next meeting. The company secretary usually helps prepare and store these records.
• Execution of documents is separate from passing the resolution. After a resolution is passed, the company may need to sign a contract, deed or notice to implement the decision. This is where execution rules like section 127 and agency rules under section 126 come into play.

For a deeper look at how companies execute documents, it helps to understand both signing under section 127 and authority under section 126. These provisions deal with who can bind the company and how you can set up reliable signing processes.

When Can A Company Secretary Sign On Behalf Of The Company?

There are a few common scenarios where a company secretary can (and often should) sign documents for a company. The trick is to separate the “decision” (board resolution) from “execution” (signing documents to implement that decision).

1) Executing Company Documents (Section 127)

Section 127 of the Corporations Act gives companies a simple way to execute documents with a statutory presumption of due execution. In most cases, a company can validly execute a document if it is signed by:

• Two directors; or
• A director and a company secretary; or
• For a proprietary company with a sole director and no company secretary - that sole director.

This means a company secretary can be one of the authorised signatories under section 127, usually together with a director. If your board resolves to enter a contract, it’s perfectly acceptable for the company secretary to co-sign under section 127 with a director to execute it. If you’re working through the finer points of execution, it’s worth reviewing your options under section 127 and aligning them with your internal delegations.

2) Signing Under Authority Or Delegation (Section 126)

Section 126 allows a company to be bound by acts of a person acting with the company’s express or implied authority - which might be granted by a board resolution, a delegation policy or your constitution. A company secretary can be authorised to sign specific categories of documents (for example, NDAs or routine supplier agreements) within clear monetary or risk limits.

To make this work smoothly, boards often pass a “delegation of authority” policy or standing resolution. This pairs well with section 126 and creates certainty about who can sign day-to-day documents and on what terms. You can read more about how authority works in practice under section 126 of the Corporations Act.

3) Certifying Copies And Corporate Records

A company secretary commonly signs certificates that a copy of a resolution or minute is a “true and correct copy.” This does not mean the secretary approved the resolution - it’s an administrative certification used by banks, regulators or counterparties to rely on your corporate records.

4) Using A Common Seal

If your company uses a common seal (many don’t these days), the seal is typically affixed in the presence of two directors or a director and a company secretary. In that case, the secretary would sign as a witness to the affixing of the seal, consistent with section 127(2).

How Your Constitution And Board Protocols Affect Signing Authority

Your company’s governance documents do a lot of heavy lifting. Two documents to focus on are your constitution and your board resolutions/policies around delegations and signing.

Company Constitution

Your constitution can set rules for calling and holding board meetings, passing circulating resolutions, appointing officers and delegating powers. It can also clarify who can sign on behalf of the company and when.

If you’re reviewing or updating your governance framework, make sure the constitution complements how your team actually operates - especially for execution under section 127 and day-to-day authority under section 126. If you don’t have one yet (or you’re relying on replaceable rules but want more control), consider a tailored Company Constitution.

Delegations Of Authority

Boards often adopt a practical “delegations” schedule that authorises the CEO, CFO and company secretary to sign certain documents up to defined limits. This supports fast decision-making without breaching directors’ oversight duties.

Typical delegation settings include:

• Monetary thresholds (e.g. contracts up to $50,000).
• Categories of documents (e.g. NDAs, standard customer agreements).
• Two-up approval rules for higher-risk contracts.
• Clear exclusions (e.g. equity deals or related-party transactions must go to the board).

Make sure your delegations are recorded in a board resolution and revisited at least annually or when the business changes significantly. Having a clear template for decisions can help - many teams use a Directors Resolution Template to record resolutions efficiently.

Execution Policies And Signature Methods

It’s also smart to standardise how the company signs documents in practice, including when to use section 127 execution, when authority under section 126 is appropriate, and whether counterpart or electronic signing is allowed.

• Counterparts: If your contracts allow signing in counterparts, parties can each sign separate copies. This can be helpful for boards and multiple signatories - see how “signed in counterpart” clauses usually work.
• Electronic vs wet-ink signatures: Many documents can be signed electronically, but there are exceptions (particularly deeds and certain regulated forms). It’s worth clarifying your approach in an internal policy and understanding the differences between wet ink and electronic signatures.
• General execution guidance: For staff who prepare agreements, share a short guide covering witness requirements, dating conventions and authority checks. This reduces errors and rework.

Best Practice: Passing, Signing And Recording Board Resolutions

To keep your board decisions enforceable and your execution streamlined, follow this practical workflow.

1) Prepare The Paperwork

• Draft the board paper and proposed resolution in plain language, including the background and the decision you’re asking the directors to make.
• Confirm whether the resolution will be passed at a meeting or by circular (circulating resolution).
• Check voting rights and quorum based on your constitution (or replaceable rules).

2) Pass The Resolution

• At the meeting: ensure a chair is appointed, the resolution is put to the vote, and the result is recorded in the minutes.
• By circulating resolution: ensure all directors entitled to vote sign the resolution, unless your constitution permits majority approval by circulation.
• Remember: only directors approve and sign the resolution itself. A company secretary who is not a director cannot sign in place of a director to pass a board decision.

3) Record Accurate Minutes

• Prepare minutes promptly (within one month).
• Have the chair sign the minutes. The company secretary can assist with drafting and filing.
• Where needed, the company secretary can sign a certificate that a copy of the resolution/minute is correct.

4) Execute Documents To Implement The Decision

• Decide whether to execute under section 127 (e.g. a director and the company secretary) or rely on an authorised signatory under section 126, based on the type of document and risk.
• If executing formally, consider whether the document should be a deed and check any witnessing requirements. If in doubt, review the legal requirements for signing documents before finalising.
• Use your contract templates where possible to stay consistent and reduce negotiation time.

5) File And Communicate

• Maintain a tidy minute book and a central register of executed documents.
• Notify internal stakeholders of the decision and any commitments (e.g. budget impacts, renewal dates, notice periods).
• Diary key dates so the board can monitor the outcome and compliance.

Frequently Asked Questions About Secretaries And Board Signatures

Can A Company Secretary Sign A Circulating Resolution Of Directors?

No, not in their capacity as secretary. A circulating resolution must be signed by directors entitled to vote. If the secretary is also a director, they can sign in their director capacity.

Can A Company Secretary Sign Contracts After The Board Approves A Deal?

Yes, if the company executes under section 127 (with the secretary co-signing alongside a director), or if the secretary is an authorised signatory under a board delegation consistent with section 126. Choose the method that aligns with the document type and risk profile.

Who Signs The Board Minutes?

The chair of the meeting (or the chair of the next meeting) signs the minutes. The company secretary typically drafts the minutes and manages the minute book.

Does Our Constitution Change Any Of This?

It can. Your constitution can set rules for how directors pass resolutions, who has authority to sign, and how execution should occur. If you need clearer rules or modern signing options, it may be time to adopt or update your Company Constitution.

What If Counterparties Ask For Certified Copies?

That’s common. A company secretary can sign a certificate stating that an attached resolution or minute is a true and correct copy. This helps banks, landlords or partners rely on your records without seeing the entire minute book.

Governance Tools That Help

Good governance is easier when your documents and processes are aligned. Consider putting these in place:

• Constitution: Tailor the rules for meetings, resolutions and execution to suit how your team actually works - a tailored Company Constitution is often the best starting point.
• Directors’ Resolution Template: Standard wording speeds up approvals and reduces errors. A practical Directors Resolution Template keeps things consistent.
• Execution Policy: Clarify when to use section 127, when to rely on section 126 authority, and whether to allow electronic or counterpart signing. Cross-reference your policy with the basics of section 127 execution.
• Delegations Of Authority: A board-approved matrix specifying who can sign what (and up to what value), grounded in section 126 authority.
• Signing Guidance: A short staff guide covering electronic vs wet-ink signatures, witnessing, dating and “signed in counterpart” clauses.

Key Takeaways

• A company secretary cannot sign a board resolution to approve it unless they are also a director - directors must sign their own resolutions.
• A company secretary can sign to certify copies of resolutions or minutes and may sign company documents either under section 127 (with a director) or under delegated authority consistent with section 126.
• Your constitution and delegations of authority are critical - they set out how decisions are made and who can sign which documents on the company’s behalf.
• Keep clean records: draft clear resolutions, have the chair sign the minutes, and maintain a central register of executed documents.
• Standardise execution: use an execution policy, clarify electronic and counterpart signing, and align with the rules for signing documents in Australia.
• Investing in practical governance tools (constitution, resolution templates, delegations) will streamline approvals and reduce risk.

If you’d like a consultation on board resolutions, constitutions or signing authority for your Australian company, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.