Authorised signatories for DCJ contracts and other legal documents

Contracts and other legal documents between a service provider and DCJ are legally binding. Each party has a responsibility to ensure these types of documents are legally executed on the part of our organisations.

Parties must ensure these types of documents are signed by your organisation’s authorised signatories or their delegates.

General requirements

The identity of each person executing the document must be self-evident on the face of the document. In addition to signing the document, signatories are to write or type their full name in block letters. This helps to ensure there’s no doubt as to their identity if it’s brought into question at a later date. It also ensures there’s no delay in DCJ being able to pay your funds so that your organisation is able to commence or continue service delivery.

We rely on you to maintain an accurate internal record of who’s authorised or delegated to sign on behalf of your organisation. If you are new to a contract relationship with DCJ, we may ask that you verify delegates as part of the negotiation stage of the procurement process.

In general, we don’t verify every document to ensure that your signatories are authorised or delegated to sign for your organisation; that’s your responsibility. Nevertheless, we may verify your authorised and delegated signatories from time to time, during contract meetings or ad hoc audits. This includes reviewing documentary evidence of your delegations.

If we know or suspect that a signatory isn’t properly authorised to act on your organisation’s behalf, we may take steps to verify their authority.

In general, contracts and other legal documents may be signed by a member of your governing body, plus:

• another member of the governing body, or
• the company secretary, or
• the public officer, or
• a delegated signatory.

In addition to contracts, documents that must be signed by your organisation’s authorised signatories, or their delegates, 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 or manager doesn’t have the legal power to sign a contract or other legal document unless they’re also a director or delegated signatory.

Authorised signatories

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 may request 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, the contract must be signed by:

• two directors of the company, or
• a director and a company secretary.

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.

If your organisation seeks to execute a contract by an agent, power of attorney or other method provided for in your organisation’s constitution, then DCJ may require you to provide a copy of the authorisation.

Incorporated associations

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.

Delegated signatories

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 may request

If your organisation appoints delegated signatories, keep a record of this information in either:

• 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 delegation manual or similar document, which must be endorsed by the governing body.

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.

DCJ may request a copy of this documentary evidence.

Electronic signatures

DCJ has adopted the use of digital signature platforms in executing our human service contracts. The Electronic Transactions Act 2000 (NSW) and the Electronic Transactions Regulations 2017 allow contracts to be executed digitally.

Contracts and other legal documents will be sent to the nominated authorised signatories to be signed electronically, so it is key that you keep the details of your authorised signatories current.

For further information refer to Digital signature platforms for human services contracts.

Support and assistance

If you’re unsure about the correct signatories to use, please contact your DCJ contract manager. Alternatively, you may contact PACS Admin.