Alex is Sprintlaw's co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
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If you run a business in Australia, there will be times when a contract, deed or form is signed not by the person named, but by someone signing “as attorney.”
This is common in business sales, property deals, finance, and even day‑to‑day supplier or customer agreements.
Handled well, it’s a safe and efficient way to get documents executed. Handled poorly, it can leave your business exposed if the attorney didn’t actually have authority to bind the other party (or your own business).
In this guide, we’ll explain what “signing under power of attorney” means in plain English, when you can rely on it, how to verify it, and the best way to set up and accept signatures so your contracts stand up when they matter.
What Does “Signing Under Power Of Attorney” Mean For Your Business?
A power of attorney (POA) is a legal appointment that authorises one person or company (the attorney) to sign documents and take actions for another person or company (the principal).
In business, you’ll see two broad scenarios:
- Another party’s representative signs your contract as attorney for that party; and/or
- Your business appoints someone (a director, staff member or external agent) to sign documents for you.
A signature “under power of attorney” is only valid if the attorney had authority for that type of document, at that time, under a properly executed POA that hasn’t been revoked.
Most POAs that are used for business contracts are created as deeds. Deeds have stricter formalities than ordinary contracts, so it’s worth understanding the basics of deeds and the legal requirements for signing documents before you rely on one.
When Can You Rely On A Signature Under Power Of Attorney?
As a general rule, you can rely on an attorney’s signature if you’ve taken reasonable steps to confirm that the attorney is properly appointed and acting within their powers.
In practice, that usually means checking:
- The POA exists (sight a copy, ideally a certified copy).
- The principal is correctly named and matches your counterparty.
- The attorney is the person who signed, with a matching name and signature.
- The scope covers what is being signed (e.g. “to execute contracts and deeds” or “to sell the business assets”).
- Any conditions have been met (e.g. board approval, a specific date range, or limits on value).
- The POA is still in effect (not expired, revoked or terminated by death/incapacity if it’s an individual principal).
- Any witnessing or registration requirements are satisfied (especially for property or land dealings).
If the principal is a company, there’s an additional layer. Australian companies can enter contracts through individuals with authority under section 126 of the Corporations Act 2001 (Cth) or by using section 127 execution (by directors/company secretary). Companies can also grant a corporate POA to streamline execution for particular transactions.
Where land or property is involved, each state has extra rules about form, witnessing, and sometimes registration of the POA before it can be used. If you’re dealing with a lease assignment or property transfer, treat verification as mandatory and get advice before completion.
How To Verify A Power Of Attorney Before You Accept It
Your goal is to balance commercial momentum with sensible risk management. Here’s a simple, business‑friendly process your team can follow.
1) Ask For The Right Documents
- A certified copy of the POA deed or instrument (full copy, not just the front page).
- Photo ID for the attorney (match names and signatures).
- If the principal is a company, any board resolution or internal authority referred to in the POA.
- For property matters, evidence of registration (if required) or a solicitor’s confirmation that the POA is registrable and valid for the specific dealing.
2) Check Scope, Conditions And Dates
Read the POA carefully. Confirm it actually authorises the attorney to sign the class of document you’re using (e.g. “deeds, agreements, novations, bank documents”). Look for limits on value, subject matter, or timing.
If it’s conditional (for example, “only for the sale of the café business at 123 High Street”), make sure your document fits those conditions precisely.
3) Confirm It’s Still In Force
Has the POA been revoked? If it’s an individual principal, an ordinary POA generally ends on the principal’s death or loss of capacity (unless it’s an “enduring” POA, which has its own rules). It’s reasonable to ask the attorney to confirm in writing that the POA remains in effect and hasn’t been revoked.
4) Check Formalities
Was the POA properly executed? If the principal is a company, confirm it was executed in a way that satisfies section 127 or that the person who signed had authority under section 126. If the principal is an individual, make sure witnessing requirements were met under the relevant state law.
It’s also sensible to sanity‑check that the POA itself appears valid on its face, with a clear date, names that match your counterparties, and a valid signature and witness details where required.
5) Align Your Contract Execution Blocks
Your contract should include the right wording to reflect that it’s being signed by an attorney (more on this below). If you’re executing a deed, ensure the document meets deed formalities and your signature page aligns with your own company’s execution requirements.
6) Record Your Due Diligence
File the certified copy of the POA and any confirmations from the attorney. If you’re ever challenged, it helps to show that you took reasonable steps to verify authority before relying on the signature.
Do We Need An “Authority To Act” Instead?
Sometimes a party provides an “authority to act” letter rather than a formal POA. An Authority to Act may be fine for day‑to‑day dealings (like allowing an accountant or broker to speak to you), but it’s usually not enough for execution of contracts or deeds. If the person will be signing on behalf of the principal, ask for a proper POA or company authority that clearly covers document execution.
Drafting And Accepting Signature Blocks (With Examples)
A clear signature block reduces confusion and makes it obvious who is bound. Here are common business scenarios.
Individual Principal - Attorney Signing Your Contract
Use wording that makes it clear the principal is the contracting party and the attorney is signing for them. For example:
“Signed for and on behalf of by as attorney under power of attorney dated in the presence of:”
Then include the attorney’s signature and name, and a witness signature and name if required by state law or by your document type (deeds typically require witnessing for individuals). If you’re in doubt, review the witness rules relevant to your document.
Company Principal - Attorney Signing
Where a company has granted a corporate POA, the signature block might say:
“Executed by ACN by its attorney under power of attorney dated in the presence of:”
Check whether the POA or your document requires a witness. Company signatures generally don’t need a witness, but the POA itself might prescribe one for clarity-follow the POA’s instructions.
Your Company Signing The Document
On your side, decide whether to use:
- Company execution under section 127 (two directors; or one director and a company secretary; or a sole director/secretary), or
- Execution by an authorised person under section 126 (someone with express or implied authority), which can include an attorney.
If you’re signing a deed, pay extra attention to deed formalities and whether your form of execution is appropriate for a deed (for example, ensure the deed states it is “executed as a deed” and that your execution clause reflects deed execution).
Can We Accept Electronic Signatures And Counterparts?
Electronic signatures are widely accepted for contracts in Australia, and increasingly for deeds (noting temporary and permanent reforms that vary by jurisdiction). It’s still important to meet whatever formalities apply to your document. If your process involves multiple counterpart copies, it’s common to allow execution “in counterparts” so each party can sign a separate copy.
Helpful Legal Documents For Your Business
- Corporate POA: A deed by which your company appoints one or more attorneys for defined purposes (e.g. to sign transaction documents at completion).
- Board Resolution: Internal confirmation that the company approves granting the POA or the transaction itself (sometimes referenced by the POA).
- Transaction Deeds/Agreements: Ensure your deed or agreement includes clear execution clauses for attorneys and any required witnessing.
If you’re unsure how to structure execution for a transaction, it’s worth getting tailored advice and aligning your internal governance (for example, your constitution, delegations, and signing policies) with your day‑to‑day practice.
Company Signatures, Section 126/127 And Corporate POAs
When the principal is a company, you have three main pathways to a valid signature:
- Section 127 execution: If the signature page matches the rules in section 127, counterparties get the benefit of statutory assumptions about due execution. This is often the simplest route for certainty.
- Authority under section 126: A company can make, vary or discharge contracts through an individual acting with authority under section 126. This captures many “authorised signatory” scenarios and can include attorneys appointed by the company.
- Corporate power of attorney: Useful where a transaction requires many documents to be signed quickly by a trusted delegate, or where directors cannot be physically present. The POA sets the scope, conditions and timeframe for the attorney’s authority.
Which option to choose? For routine agreements, section 126 authority is often enough. For higher‑value or higher‑risk transactions, section 127 execution or a corporate POA can reduce uncertainty and make completion more efficient.
Regardless of the method, keep your signing practices consistent with your governance framework. If you rely on attorneys or authorised signatories regularly, document that in your internal policies and ensure your team knows when to escalate to legal support.
Deeds Need Extra Care
Because POAs are commonly created by deed and often used to execute deeds, make sure your team understands deed formalities. The safest approach is to align your execution clause and process with the type of document you’re signing and the parties involved. If in doubt, revisit the legal requirements for signing documents and the simple tests for a valid signature.
Witnessing And Remote Execution
Witness requirements depend on the type of document and the party (individual vs company) and can vary by state. Build a checklist for your team based on the witness signature rules that apply to your common transactions. If you plan to use remote witnessing or e‑signing for deeds, confirm that your jurisdiction permits it for your scenario and that your platform captures what’s required.
Practical Tips To Reduce Risk
- Prefer section 127 execution for company counterparties where practical, to reduce verification steps.
- Where an attorney is used, ask for a certified copy of the POA every time (don’t rely on old files unless you also confirm it hasn’t been revoked).
- Use clear signature blocks that name the principal and the attorney, and refer to the date of the POA.
- For high‑value deals, add a warranty in the contract that the attorney has full authority and the POA is valid and in force, with an indemnity for loss if that’s incorrect.
- For land and property, assume extra verification will be needed-ask early so it doesn’t delay completion.
Key Takeaways
- Signing under power of attorney is a legitimate and efficient way to execute business documents, provided the attorney is properly appointed and acting within scope.
- Before you rely on an attorney’s signature, request a certified copy of the POA, check scope, dates and conditions, and make sure it’s still in force.
- Use clear execution wording that names the principal and the attorney and aligns with deed or contract formalities, including any required witnesses.
- For companies, choose between section 127 execution, section 126 authority, or a corporate POA depending on the transaction’s risk and logistics.
- Pay close attention to deed formalities, witness requirements and property‑specific rules-these are frequent sources of execution defects.
- Set up internal policies for how your business signs and verifies documents so your team handles attorney executions consistently and safely.
If you’d like a consultation on setting up or relying on signatures under power of attorney for your business, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.
