Authorised signatories for DCJ contracts and other legal documents
Last published 19 Mar 2020
Contracts and other legal documents between a service provider and DCJ are legally binding.
Your organisation’s authorised signatories, or their delegates, must sign these types of documents.
So that we can verify that the signatory is either authorised or a delegate, their full name must be written or typed in block letters on documents being signed.
We rely on you to provide up-to-date details on who is authorised or delegated to sign on behalf of your organisation. From time to time we may check with you that the information we hold is correct. However, it’s your responsibility to notify your DCJ contract manager when there’s a change to your organisation’s authorised signatories or their delegates and to provide the relevant documentation to support the change.
If contracts don’t have the correct signatories, funding payments can’t be finalised.
In general, contracts and other legal documents may be signed by a member of the governing body, plus:
- another member of the governing body, or
- the company secretary, or
- the public officer, or
- a delegated signatory.
Other legal documents for DCJ include:
- the annual accountability declaration and certification
- an application for consent to subcontract
- a notice of a change of control.
Note that a Chief Executive Officer doesn’t have the legal power to sign a contract or other legal document unless they’re also a director or delegated signatory.
Signatories for contracts
The authorised signatories for a contract vary according to the organisation’s type of incorporation.
DCJ mainly contracts with two types of organisations:
- public companies limited by guarantee
- incorporated associations.
If your organisation is incorporated in another way (for example, by legislation), DCJ requires a copy of your organisation’s constitution, power of attorney or authorised delegations.
Public companies limited by guarantee
If your organisation is incorporated under the Corporations Act 2001:
- two directors of the company, or
- a director and a company secretary
must sign the contract. This is a requirement of Section 127 of that Act. This is also reflected in the constitution of the organisation.
The only situation where one signature is sufficient under Section 127 is where a company has a sole director who is also the sole company secretary.
Note that a delegation can’t be made for the execution of a contract unless it’s made through the execution of another deed; for example, a power of attorney.
If your organisation is incorporated under the Associations Incorporation Act 2009, an authorised signatory is a person with authority to sign official documents on behalf of the association.
An incorporated association must have at least two authorised signatories. The public officer is automatically one of the authorised signatories. The committee may appoint other committee members as additional authorised signatories.
An incorporated association can execute a document by:
- using a common seal, witnessed by two authorised signatories, or
- having two authorised signatories sign the document.
We prefer that your organisation’s authorised signatories sign contracts and other legal documents. However, your organisation may need to delegate the signing of documents to particular positions or staff members.
A delegation may not be made retrospectively. The delegation must be in place before the appointed delegate signs any legal documents.
We discourage the practice of two delegated signatories signing a legal document.
Documentary evidence we require
If your organisation seeks to appoint delegated signatories, send your DCJ contract manager either:
- a certified copy of the minutes of the meeting of the governing body where the resolution was made to delegate these responsibilities, or where it confirmed that a position or staff member is a delegated signatory for the organisation, or
- a certified extract of your organisation’s delegation manual or similar document.
This documentary evidence must indicate:
- the period of delegation, including the start and end dates
- whether the delegation is for particular powers or a range of powers that are usually the responsibility of the governing body
- whether the delegation is for a particular officer or for a position within the organisation.
Support and assistance
If you’re unsure about the correct signatories to use, please contact your DCJ contract manager.
Alternatively, you may contact the Procurement and Funding Administration team on 9716 2188 or via email: COMSNGOSupport.