Corporations Act 2001

CHAPTER 2B - BASIC FEATURES OF A COMPANY  

PART 2B.2 - ASSUMPTIONS PEOPLE DEALING WITH COMPANIES ARE ENTITLED TO MAKE  

SECTION 129   ASSUMPTIONS THAT CAN BE MADE UNDER SECTION 128  
Constitution and replaceable rules complied with

129(1)    
A person may assume that the company ' s constitution (if any), and any provisions of this Act that apply to the company as replaceable rules, have been complied with.

Director or company secretary

129(2)    
A person may assume that anyone who appears, from information provided by the company that is available to the public from ASIC, to be a director or a company secretary of the company:

(a)    has been duly appointed; and

(b)    has authority to exercise the powers and perform the duties customarily exercised or performed by a director or company secretary of a similar company.

Officer or agent

129(3)    
A person may assume that anyone who is held out by the company to be an officer or agent of the company:

(a)    has been duly appointed; and

(b)    has authority to exercise the powers and perform the duties customarily exercised or performed by that kind of officer or agent of a similar company.

Proper performance of duties

129(4)    
A person may assume that the officers and agents of the company properly perform their duties to the company.

Document duly executed without seal

129(5)    

A person may assume that a document has been duly executed by the company if the document appears to have been signed in accordance with subsection 127(1) . For the purposes of making the assumption, a person may also assume that, if any person who signs the document states next to their signature that:

(a)    they are a director of the company - that is the case; or

(b)    they are the company secretary of the company - that is the case; or

(c)    they are the sole director of the company and that the company does not have a company secretary - that is the case; or

(d)    they are the sole director and sole company secretary of the company - that is the case.

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

Document duly executed with seal

129(6)    

A person may assume that a document has been duly executed by the company if:

(a)    the company ' s common seal appears to have been fixed to the document in accordance with subsection 127(2) ; and

(b)    the fixing of the common seal appears to have been witnessed in accordance with that subsection and subsection 127(2A) .

For the purposes of making the assumption, a person may also assume that, if any person who witnesses the fixing of the common seal states next to their signature that:

(c)    they are a director of the company - that is the case; or

(d)    they are the company secretary of the company - that is the case; or

(e)    they are the sole director of the company and that the company does not have a company secretary - that is the case; or

(f)    they are the sole director and sole company secretary of the company - that is the case.

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

Officer or agent with authority to warrant that document is genuine or true copy

129(7)    
A person may assume that an officer or agent of the company who has authority to issue a document or a certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.

129(8)    
Without limiting the generality of this section, the assumptions that may be made under this section apply for the purposes of this section.