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Is it possible for a single director of a company with more than one director to execute documents on behalf of the company?

S.127 of the Corporations Act 2001 (in particular S.127(1) and (2)) sets out some of the ways that a company can execute documents (including deeds), including by having the document signed by two directors of the company, or by a director and a company secretary of the company (with or without using a common seal). However, S.127(4) states that "This section does not limit the ways in which a company may execute a document (including a deed)."

In response to requests from members, under our constitution (clauses 107(c) or 108(c), depending on whether the company uses a common seal), the directors are able to nominate a particular director to sign documents on behalf of the company. This nomination should ideally be set out in a written directors' resolution.

It should be noted that where documents are not signed in accordance with S.127(1) or (2), people dealing with the company may not be able to rely on the assumptions set out in S.129(5) and (6) (i.e., they cannot assume that the director has been duly appointed and authorised to act as a director).