Policy · In-House / General Counsel
Delegation of authority and contract signing policy (with board delegation resolution)
A company policy that sets who may approve and sign contracts and deeds, the financial limits, matters reserved to the board, execution under s 127, agents under s 126, electronic signing and the rule that no AI tool or agent can approve or sign.
- Kind
- Policy. A policy or procedure for a firm or client.
- Where it applies
- Australia
- AI use
- Yellow AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at
- 18 October 2026
- Status
- Maintained. Checked on 18 October 2026 against the 3 authorities it cites, for Australia.
- Version
- 1
- Source
- Written for this library
When to use it
Use when setting up or refreshing an organisation’s delegations so that the business knows who can commit the company, and legal can check authority quickly when a contract request arrives. Check the constitution first, because it can restrict delegation.
How AI may be used
AI may turn an approved delegation matrix into the policy text and check incoming contract requests against it, but the board sets the limits and a person confirms authority before anything is signed.
AI may
- Draft the policy and the matrix from limits the board or the CFO has already approved
- Check a contract request’s value, term and type against the matrix and name the approver and signatory it requires
- Compare the policy with the constitution and board charter and list any inconsistencies for the company secretary
AI must not
- Must not set or change financial limits, reserved matters or the people who hold delegations
- Must not approve, accept or sign a contract, or trigger an electronic signing workflow, without a named person’s approval
- Must not be named as a delegate or sub-delegate, or treated as the legal review the matrix requires
The lawyer checks
- The constitution permits delegation and any limits it imposes are reflected (s 198D applies unless the constitution provides otherwise)
- The board resolution making the delegation is passed and recorded in the minute book
- Execution blocks in the policy match s 127 and the constitution, and the deed rules are correct for the states where deeds will be signed
- Aggregation, contract-splitting and conflict rules are workable and the register owner is named
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
The full text is for signed-in accounts. It is free. When you sign in you can:
- read the whole precedent, with its drafting notes beside it;
- copy it, or download it as a Word file or Markdown;
- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
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