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14. How are Company’s documents executed?

The Corporations Act 2001 and the constitution of the company specify the manner in which company documents can be executed.

Corporation Act 2001

Section 127 of the Corporations Act 2001 (Cth) (Act) sets out the ways in which any document, including a written contract or deed may be executed by a company.

Under s 127 of the Act, a company may:
• execute documents under seal; or
• choose not to have a company seal and therefore execute documents without using a seal.

If a company has a seal it is not obliged to use it for the execution of documents.

Execution with a common seal: s 127(1) of the Act

A company may execute a document by fixing its common seal to the document, where the fixing of the seal is witnessed by:
• two directors of the company; or
• a director and a company secretary of the company; or
• for a proprietary company that has a sole director who is also the sole secretary - that sole director/sole secretary.

Execution without a common Seal: s 127(2) of the Act


A company may execute a document without using a common seal if the document is signed by:
• two directors of the company; or
• a director and a company secretary of the company; or
• for a proprietary company that has a sole director who is also the sole secretary - that sole director/ sole secretary.

When executing documents on behalf of a company, one person cannot sign the document, or attest the fixing of the common seal in two different capacities (i.e. as director and as company secretary), unless that person is the sole director and also the sole secretary of the company.

Company's constitution


Alternatively, the company may execute documents in accordance with the provisions in the company’s constitution, which may vary the mode of execution on behalf of the company from the requirements under s 127 of the Act.
 


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