How To Appoint and Use an Authorised Representative for Your Business Documents

Appointing an authorised representative can streamline how your business handles important documents in Australia. It’s a practical way to keep things moving when you’re unavailable, empower trusted team members, and reduce bottlenecks around signing, lodging and day‑to‑day approvals.

But it’s not just a quick email and a handshake. To do this properly, you’ll want a clear, written appointment, the right internal approvals, and a good grasp of what the representative can and can’t do. Getting these steps right protects your business and gives third parties confidence that the person they’re dealing with has the correct authority.

In this guide, we’ll cover what an authorised representative is, when you might need one, how to appoint them step‑by‑step, key legal considerations for Australian companies and small businesses, and how to manage or revoke that authority over time.

What Is An Authorised Representative?

An authorised representative is a person you formally empower to act on your business’ behalf for defined purposes. In practice, this might include signing certain contracts, handling routine filings, negotiating with suppliers, or communicating with regulators and banks.

The authority can be broad or very specific. Many businesses appoint a manager to sign low‑value contracts, or authorise an external accountant or BAS agent to deal with the ATO. The appointment is typically documented in writing-commonly through an Authority To Act form, a letter of authority, a board or directors’ resolution, or a clause in an employment contract.

For companies, it’s also important to understand the Corporations Act framework. Section 126 recognises that companies can act through individuals (for example, officers or agents) with actual authority. In other words, a company can authorise a person to make or ratify contracts on its behalf. By contrast, section 127 deals with how a company executes documents (e.g. by two directors or a director and secretary) and gives counterparties confidence in execution. It’s common to use both: authorise the person under section 126, then use the company’s chosen execution method under section 127 when required.

Why Appoint An Authorised Representative?

Authorised representatives make operations more agile without losing control. Common reasons include:

• Continuity and speed: Keep deals moving if you’re away, in a meeting, or on leave.
• Multi‑site or remote management: Empower local managers to handle approvals and supplier issues on the spot.
• Specialist interactions: Allow accountants or advisers to liaise with the ATO or ASIC for lodgements or queries.
• Efficient administration: Delegate routine renewals, filings, and standard contracts.
• Clear accountability: Clarify who can do what, and reduce confusion with banks, customers and suppliers.

The key is to match the scope of authority to your business needs-broad enough to be useful, but sufficiently defined to manage risk.

How Do Company Law Rules Apply (Sections 126 vs 127)?

For Australian companies, two Corporations Act provisions are especially relevant:

• Section 126 (agency authority): A company can authorise an individual to make, vary or discharge contracts on its behalf. This is the “who has authority to act” piece. You can learn more in this overview of section 126.
• Section 127 (execution method): Sets out how a company may execute documents so outsiders can rely on the signature(s) without further inquiry-commonly by two directors, or a director and the company secretary, or a sole director/secretary. Read more about signing documents under section 127.

In short: appointing someone to act (s 126) is different from the method the company uses to execute formal documents (s 127). Your appointment paperwork should reflect both where relevant.

Step‑By‑Step: How To Appoint An Authorised Representative

Ready to delegate? Here’s a practical, legally‑sound process you can follow in Australia.

1) Map The Scope

List the exact tasks you want to delegate. For example, “sign sales contracts up to $10,000”, “communicate with the ATO about BAS lodgements”, or “approve supplier invoices up to $5,000”. Think about limits by value, document type, counterparty, function (finance, HR, procurement), and duration.

2) Choose The Right Person

Pick someone you trust who understands your operations and risk tolerances. This could be a senior manager, operations lead, co‑founder, external accountant or legal adviser-depending on the authority you need them to exercise.

3) Prepare The Appointment Document

Document the authority clearly, in writing. Options include:

• An Authority To Act form (or letter of authority) setting out the scope and limits.
• A board or directors’ resolution (especially for companies) approving the authority and noting any conditions. If you’re a sole director, consider formalising this with a sole director resolution or a tailored directors’ resolution template.
• Employment contract clauses for internal appointees (so the authority is linked to the role and can be varied as roles change).

4) Sign And Date (Use The Right Execution Method)

Have the company sign the appointment using an appropriate execution method. For formal company execution, consider section 127 requirements. The representative should also acknowledge and accept the authority in writing.

5) Notify Third Parties As Needed

Let relevant parties know who is authorised and for what. This could include banks, key suppliers, customers, and-where necessary-the ATO or ASIC. Many ATO interactions require linking your authorised agent through their portals, which your registered tax/BAS agent can assist with. For tax matters specifically, we recommend obtaining advice from a qualified tax professional.

6) Keep Proper Records

File the appointment (and any supporting resolutions) in your company records. Store a digital copy where directors and senior staff can access it quickly if a question arises about authority.

7) Review, Update Or Revoke

Revisit the authority regularly-especially after promotions, role changes or departures. If you need to revoke or change it, issue a formal revocation notice, update your internal registers, and notify affected third parties promptly.

What Powers Can You Give (And How Do You Limit Risk)?

Your authorised representative can be given powers that fit your workflow. Common examples include:

• Signing certain contracts or purchase orders up to a defined value cap.
• Negotiating commercial terms with existing suppliers or customers.
• Lodging and managing correspondence with the ATO, ASIC or your bank.
• Authorising invoices or payments within set thresholds.
• Accessing specific business systems or records needed for their role.

To manage risk, be clear and specific. Consider value limits, document types, approved counterparties, and whether dual sign‑off is required for higher‑risk transactions. For company contracts that must be executed formally, align your internal process with section 127 signing rules and keep a list of who can sign what.

If your representative will sign agreements with staff or contractors, make sure your underlying documents-like an Employment Contract-are up‑to‑date and reflect your policies and delegations.

What Documents Might You Use To Formalise The Appointment?

Depending on your structure and needs, you might use one or more of the following:

• Authority To Act (letter or form): Sets out exactly what the representative can do, any limits, and the timeframe. You can appoint an internal manager or an external adviser using this format.
• Board/Directors’ Resolution: For companies, a board approval provides a clear internal record of who is authorised and under which section (for example, section 126).
• Employment Contract Clauses: Delegations linked to a role can live inside your employment agreement, so authority automatically updates if the role changes or ends.
• Shareholders’ Agreement or Company Constitution: Where there are multiple owners, these documents often outline decision‑making thresholds and who can bind the company. If you’re formalising founder roles, consider a Shareholders Agreement in tandem with your Company Constitution.
• Authority To Act (service page): If you need a bespoke document (for example, to cover multiple agencies or complex limits), consider a tailored Authority To Act form.

Not every business will need all of these. The key is having a clear, signed record of the authority and an easy way to update or revoke it.

Witnessing, Notarisation And Lodgements: What’s Actually Required?

Being an authorised representative lets you sign on behalf of the business, but it doesn’t change special witnessing rules that apply to certain documents under Australian law. For example, statutory declarations must be witnessed by an approved witness, and some property or power of attorney documents have strict witnessing/formalities.

By contrast, most routine ASIC lodgements are electronic and do not require notarisation. What matters is that the person submitting has proper authority and that your company records support the submission. If you’re unsure about witnessing requirements for a particular document, it helps to check who can witness a signature in Australia using this guide on who can witness a signature.

How To Revoke Or Change An Appointment

It’s important to close the loop when circumstances change. To revoke or update an authority:

• Issue a written revocation or update notice (for companies, a directors’ resolution is best practice).
• Notify banks, the ATO/ASIC (if relevant), key suppliers, and customers who rely on the representative’s authority.
• Update access permissions to systems, remove signing access, and adjust internal registers.
• File the revocation with your company records, alongside the original appointment.

Prompt action helps you avoid confusion and reduces the chance of unauthorised actions after the change takes effect.

Practical Tips For A Smooth, Compliant Appointment

Keep The Scope Tight (At First)

Start narrow and expand later if needed. For example, begin with a value cap and a short timeframe, then review performance and risk before broadening the authority.

Use Dual Controls For Higher‑Risk Actions

For large payments or strategic agreements, require two approvals-such as the authorised representative plus a director-to add a layer of protection.

Train Your Team And Communicate Externally

Make sure staff know who is authorised to sign what. Externally, let counterparties know how your business executes documents-particularly when a transaction needs section 127 execution.

Align Contracts And Policies

If your representative is managing customers or website sign‑ups, ensure your customer terms and your Privacy Policy are current. Good documents reduce back‑and‑forth and support consistent decisions.

Tax And ATO Matters

Where the authority involves tax or BAS interactions, ensure the right agent is linked with the ATO and that you receive copies of key lodgements or notices. For tax‑specific advice or registrations (like GST), speak with your registered tax or BAS agent.

Common Questions

Is An Authorised Representative Ever Legally Required?

Often it’s optional, but some interactions (for example, letting a professional adviser speak to the ATO on your behalf) require a formal authority or agent linking. In regulated industries (such as financial services), you may also need to register authorised representatives with the relevant regulator before they can act.

Can A Non‑Director Sign For A Company?

Yes-if they have proper authority under section 126. However, when executing formal company documents, consider using section 127 methods (for example, two directors, or a sole director/secretary) so third parties can rely on the execution without needing further proof. This is why many companies keep both internal delegations and clear execution rules.

Do I Need New Paperwork If The Person’s Role Changes?

It’s best practice to review and refresh the appointment when the role changes. If the authority sits inside an employment contract, ensure the delegation is updated when the contract or position changes.

What If My Business Has Multiple Founders?

Map decision‑making and authority in your governance documents. Many startups outline delegations, voting thresholds and dispute processes in a Shareholders Agreement, and maintain a company policy that lists who can sign or approve particular transactions.

Key Takeaways

• An authorised representative is a person you formally empower to act for your business-great for speed and continuity when used with clear limits.
• For companies, section 126 covers who can act as the company’s agent; section 127 covers how the company executes documents so others can rely on the signatures.
• Document the authority in writing (scope, limits, timeframe), use appropriate company approvals, and keep good records so third parties can trust the arrangement.
• Set value caps and dual approvals for higher‑risk matters, and communicate appointments and revocations quickly to banks, suppliers and regulators.
• Special witnessing rules still apply to certain documents; many ASIC lodgements are electronic and don’t require notarisation.
• Review appointments regularly, and align your contracts and policies-like your Employment Contract and Privacy Policy-with your delegation model.

If you would like a consultation on appointing and using an authorised representative for your business documents, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.