THE CORPORATIONS LAW

CHAPTER 2B - BASIC FEATURES OF A COMPANY

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

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SECTION 127   EXECUTION OF DOCUMENTS (INCLUDING DEEDS) BY THE COMPANY ITSELF  

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127(1)  (Execution without seal)  

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 who is also the sole company secretary - that director.

Note:

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.

127(2)  (Execution with seal)  

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 who is also the sole company secretary - that director.

Note:

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.

127(3)  (Execution as a deed)  

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).

127(4)  (No limitation)  

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

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