Corporations Amendment (Meetings and Documents) Act 2022 (9 of 2022)

Schedule 1   Signing and executing documents

Corporations Act 2001

4   Section 126

Repeal the section, substitute:

126 Agent exercising a company's power to make contracts and execute documents (including deeds)

(1) A company's power to make, vary, ratify or discharge a contract, or execute a document (including a deed), may be exercised by an individual acting with the company's express or implied authority and on behalf of the company.

Note 1: If a company executes a document in this way, people will be able to rely on the assumptions in subsection 129(3) for dealings in relation to the company.

Note 2: For provisions about technology neutral signing, see Division 1 of Part 1.2AA.

(2) The power may be exercised without using a common seal.

(3) This section does not affect the operation of a law that requires a particular procedure to be complied with in relation to the contract or document (including a deed), other than to the extent that the law is inconsistent with this section.

(4) The individual mentioned in subsection (1) need not be appointed by a deed.

(5) In exercising the company's powers in accordance with subsection (1), the individual may execute a document as a deed if the document is expressed to be executed as a deed.

(6) In exercising the company's powers in accordance with subsection (1), the individual may execute a document as a deed:

(a) without that execution being witnessed; and

(b) regardless of whether the document signed by the individual 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.

(7) Delivery is not necessary if the individual executes a document as a deed in the exercise of the company's powers in accordance with subsection (1).

(8) This section does not limit the ways in which the individual 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.