---
title: "Delegation of authority and contract signing policy (with board delegation resolution)"
url: "https://ailawframework.com/precedents/in-house-general-counsel/delegation-of-authority-and-signing-policy"
type: "precedent"
site: "AI Law Framework"
id: "a40-delegation-of-authority-and-signing-policy"
area_id: "A40"
kind: "policy"
ai_level: "yellow"
version: 1
task_ids: ["A40-B7-3"]
law_stated_as_at: "2026-10-18"
---

# 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…

Canonical page: https://ailawframework.com/precedents/in-house-general-counsel/delegation-of-authority-and-signing-policy  
Law stated as at: 2026-10-18

Site index for agents: https://ailawframework.com/llms.txt

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.

## Key facts

- Kind: Policy. A policy or procedure for a firm or client.
- Practice area: [In-House / General Counsel](https://ailawframework.com/precedents/in-house-general-counsel.md)
- Jurisdictions: Australia
- AI level: Yellow. AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at: 2026-10-18
- Status: Maintained. Checked on 2026-10-18 against the 3 authorities it cites, for Australia.

## 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.

## Used for these tasks

- [Triage incoming contract requests](https://ailawframework.com/practice/in-house-general-counsel.md#A40-B7-3)

## 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

## Authorities

- [Corporations Act 2001 (Cth) s 198D (delegation by directors; delegate must follow directions; record in the minute book)](https://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s198d.html)
- [Corporations Act 2001 (Cth) s 126 (agent exercising a company’s power to make contracts and execute documents, including deeds)](https://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s126.html)
- [Corporations Act 2001 (Cth) s 127 (execution of documents, including deeds, by the company itself; technology neutral signing under Pt 1.2AA Div 1)](https://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s127.html)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/in-house-general-counsel/delegation-of-authority-and-signing-policy and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*