Corporations Act 2001

CHAPTER 2B - BASIC FEATURES OF A COMPANY  

PART 2B.1 - COMPANY POWERS AND HOW THEY ARE EXERCISED  

SECTION 127   EXECUTION OF DOCUMENTS (INCLUDING DEEDS) BY THE COMPANY ITSELF  
Executing a document without a common seal

127(1)    
A company may execute a document without using a common seal if the document is signed by:

(a)    2 directors of the company; or

(b)    a director and a company secretary of the company; or

(c)    

for a proprietary company that has a sole director - that director, if:

(i) the director is also the sole company secretary; or

(ii) the company does not have a company secretary.

Note 1: If a company executes a document in this way, people will be able to rely on the assumptions in subsection 129(5) for dealings in relation to the company.

Note 2: The requirement to sign may be satisfied electronically: see Division 1 of Part 1.2AA (about technology neutral signing).

Note 3: Because a CCIV has no natural person directors and no company secretary, it executes documents through the directors and company secretary of its corporate director: see section 1223 .

Executing a document with a common seal

127(2)    
A company with a common seal may execute a document if the seal is fixed to the document and the fixing of the seal is witnessed by:

(a)    2 directors of the company; or

(b)    a director and a company secretary of the company; or

(c)    

for a proprietary company that has a sole director - that director, if:

(i) the director is also the sole company secretary; or

(ii) the company does not have a company secretary.

Note 1: If a company executes a document in this way, people will be able to rely on the assumptions in subsection 129(6) for dealings in relation to the company.

Note 2: Because a CCIV has no natural person directors and no company secretary, it executes documents through the directors and company secretary of its corporate director: see section 1223 .

127(2A)    

For the purposes of subsection (2) , the fixing of a common seal to a document is taken to have been witnessed by a person mentioned in paragraph (a) , (b) or (c) of that subsection if:

(a)    the person observes, by electronic means or by being physically present, the fixing of the seal; and

(b)    the person signs the document; and

(c)    a method is used to indicate that the person observed the fixing of the seal to the document.

Note: For provisions about technology neutral signing, see Division 1 of Part 1.2AA .

Executing a document as a deed

127(3)    
A company may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with subsection (1) or (2) .

Note: For provisions about technology neutral signing, see Division 1 of Part 1.2AA .

127(3A)    

A company may execute a document as a deed in accordance with subsection (1) :

(a)    without that execution being witnessed; and

(b)    regardless of whether the document signed by the director or company secretary of the company, as applicable, is in physical form or electronic form.

Note: An effect of paragraph (b) of this subsection is that, despite any common law rule, the document may be executed without the use of paper, parchment or vellum.

127(3B)    

Delivery is not necessary if a company executes a document as a deed in accordance with subsection (1) or (2) .

127(3C)    
(Repealed by No 9 of 2022, s 3, Sch 1[11] (effective 23 February 2022).)

Other ways of executing documents not limited

127(4)    
This section does not limit the ways in which a company may execute a document (including a deed).

Note: For example, a company ' s constitution may set out other ways in which a document (including a deed) may be executed.