Corporate Power Of Attorney

Who should I appoint?

Any person over the age of 18 can be appointed as a CPOA. You may choose to appoint a close family member or a friend/college that you trust. Other options are to appoint the NSW Trustee, a trustee company or a professional advisor such as a lawyer or accountant, who will charge a fee in return for acting as your CPOA.

If you appoint more than one attorney, you need to consider whether you want your attorneys to act jointly (where they must all sign/agree together on your behalf) or jointly and severally (where they are able to act independently on your behalf). You should also consider what will happen if one of your attorneys dies.

Will I lose any of my rights if I appoint a CPOA?

No. You will still have authority to act for your business, as long as you are available and capable. Your document should specify that you only want your attorney’s power to begin if and when you become unavailable/incapable of acting for your business.

What power can be granted?

Some examples of power that can be appointed to a CPOA include the following:

1. Power for a spe­cif­ic pur­pos­e

An attorney may be granted power for a specific purpose, such as if a company needs to urgently sign off on a document but a director is ill or overseas.

2. Lim­it­ed pow­er for rou­tine trans­ac­tions

Limited power may be granted to an attorney, such as to remove the has­sle of needing two direc­tors to sign off on routine and frequent operations.

3. Contingencies

General power may be granted to an attorney in case a direc­tor is unavailable to act for the business.

What things are CPOAs not permitted to do?

Attorneys who are appointed are not allowed to:

1. swear an affidavit in their appointor’s name;
2. perform any non-delegable duties;
3. exercise any trusts, powers or discretions bestowed on the appointor;
4. assign their powers or duties to another person;
5. create a Will for the appointor.

What happens if an attorney dies or becomes mentally incapacitated?

Usually, CPOA will be revoked if an attorney dies or becomes mentally incapacitated in this circumstance. The document will then be read to appoint a new attorney to take over the role. Without this being specified in a document, the role will be vacated and there will be no acting CPOA.

What are your attorney’s obligations?

Your attorney must:

1. avoid conflicts of interest between the attorney and appointer;
2. act honestly and in the appointer’s best interest;
3. retain proper accounts and records;
4. keep their finances/assets separate to the appointer’s finances/assets;
5. not pay themselves or others with your finances, unless directed to do so – this is separate from claiming out-of-pocket expenses related to carrying out their duties.

What if I change my mind?

A CPOA can be terminated at any time providing you have the mental capacity to do so. We recommend informing your attorney in writing so that your intention is clear to everyone. If you fail to inform your attorney, they may continue to deal with your finances and/or finances and you will still be liable for any actions made by them.

Contact us today if you require any assistance with Corporate Power of Attorney.

(c) Progressive Legal Pty Ltd – All legal rights reserved (2019)