Companies Act 2014 section 39

Registered person

Section 39 deals with the concept of a "registered person" — an individual authorised by a company's board of directors to bind the company — and sets out the rules for notifying the Registrar of such authorisations and their revocation.

• A company may notify the Registrar when its board authorises someone with a general (not transaction-specific) power to bind the company, and that person becomes a "registered person" once the authorisation is registered.
• Even if the board revokes a registered person's authority, that person continues to be treated as a registered person under the Act until the company formally notifies the Registrar of the revocation.
• The authority to bind the company means the power to exercise the company's powers and to authorise others to do so, but it does not include the board's internal management powers or powers the Act requires to be exercised by someone other than the board.
• Provisions in a company's constitution about a person's office or powers do not, on their own, count as a board authorisation of that person to bind the company.