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New Zealand law explained for everyone

Companies Act 1993

Administration of companies - Authority to bind company

180: Method of contracting

You could also call this:

“How a company can make legally binding agreements”

You can make a contract or other binding agreement for a company in different ways. If the agreement needs to be in a special document called a deed, it must be in writing and signed under the company’s name. This can be done by two or more directors, or by one director if their signature is witnessed. If the company’s rules allow it, it can also be signed by one director or another person, as long as someone watches them sign. The company can also appoint someone called an attorney to sign these documents.

For agreements that must be in writing but don’t need to be in a deed, someone with the company’s permission can sign it. For agreements that don’t need to be in writing, someone with the company’s permission can make the agreement in writing or by talking.

If the company wants to, they can also put their official seal on the document, but they don’t have to. These rules apply to all agreements, no matter where they are made or what country’s laws apply to them.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320845.

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Part 10 Administration of companies
Authority to bind company

180Method of contracting

  1. A contract or other enforceable obligation may be entered into by a company as follows:

  2. an obligation which, if entered into by a natural person, would, by law, be required to be by deed, may be entered into on behalf of the company in writing signed under the name of the company by—
    1. 2 or more directors of the company; or
      1. if there is only 1 director, by that director whose signature must be witnessed; or
        1. if the constitution of the company so provides, a director, or other person or class of persons whose signature or signatures must be witnessed; or
          1. 1 or more attorneys appointed by the company in accordance with section 181:
          2. an obligation which, if entered into by a natural person, is, by law, required to be in writing, may be entered into on behalf of the company in writing by a person acting under the company's express or implied authority:
            1. an obligation which, if entered into by a natural person, is not, by law, required to be in writing, may be entered into on behalf of the company in writing or orally by a person acting under the company's express or implied authority.

              1. A company may, in addition to complying with subsection (1), affix its common seal, if it has one, to the contract or document containing the enforceable obligation.

              2. Subsection (1) applies to a contract or other obligation—

              3. whether or not that contract or obligation was entered into in New Zealand; and
                1. whether or not the law governing the contract or obligation is the law of New Zealand.

                  Notes
                  • Section 180(1A): replaced, on , by section 14 of the Companies Act 1993 Amendment Act 1997 (1997 No 27).