DIRECTORS USE OF EPA'S

A company director cannot use an Enduring Power of Attorney or a standard Power of Attorney for the purposes of appointing someone to execute documents on behalf of the company because the role of a director is one of the few things you can't delegate: see Mancini v Mancini [1999] NSWSC 799 (6 August 1999). The office of a director is a personal responsibility, and can only be discharged by the person who holds the office. If there is any exception, it must be found in the constitution of the company and in some authorisation there found to act by an alternate or other substitute or delegate. The office of a director is not a property right capable of being exercised by an attorney or other substitute or delegate of the person holding the office, many rights as shareholder can be distinguished in this respect because they are rights of property.

The solution to this problem is either:

1. an alternate director is appointed while you are unavailable to sign documents on behalf of the company; or

2. the company itself appoints an attorney to sign documents on behalf of company.