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ACT Is There a Way Company Directors Can Sign Documents Without Me?

Discussion in 'Commercial Law Forum' started by Benjamin Reardon, 27 February 2016.

  1. Benjamin Reardon

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    So I am going overseas travelling for the next six months, at least, and am currently a director of a company. Is there a way where the other company directors can make decisions which require documents being signed without me where I can keep my directorship and current share (> 10%)?

    Help is greatly appreciated.
     
  2. Tim W

    Tim W Lawyer

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    Do you want them to do things, or to not do things
    while you are away?
     
  3. Rod

    Rod Well-Known Member

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    Does the company constitution require your signature? Or is it just an agreed practice that you sign?
     
  4. Sophea

    Sophea Well-Known Member

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    I agree, refer to your constitution and see if it requires your signature on all documents. If there are specific things that you will be required to sign, check to see whether the constitution allows for you to appoint an attorney or an alternate director to act on your behalf. This is different to a normal power of attorney which only enables someone to sign documents for you in a personal capacity.

    Since a director’s appointment is personal their functions as a member of the board can only be discharged by them – not an attorney appointed on their behalf. Accordingly the directors powers and general duties cannot be delegated unless there is a specific power in the company’s rules or constitution to either appoint an attorney or an alternate director during their absence.
     
  5. Benjamin Reardon

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    I want them to carry on the business as they see fit. I just want to be able to stay on as a director if possible.
     

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