Execution under company seal
The following applies to Real Property Act dealings, Water Access Licence dealings and the General Register.
A company may execute a dealing or other instrument by the affixing of its seal attested by:
- at least 2 directors
- at least a director and a company secretary
- a sole director who is also the company secretary or
- a sole director who is not also the company secretary provided the execution is expressed to be pursuant to the constitution of the company and/or the replaceable rules contained in the Corporations Act 2001 (NB: a sole director who is not also the company secretary may not execute pursuant to s127 Corporations Act 2001).
The capacity of the authorised officers must be stated. Where the company has a sole director who is also the company secretary, both capacities must be stated. See s127(2) Corporations Act 2001 (Commonwealth). The assumption of proper execution as set out in s129(6) Corporations Act 2001 applies.
A company may also execute a dealing or document by affixing the company seal with attestation by persons (including an alternate or substitute director) other than a director or company secretary, together with reference to an authority filed in LPI or a statement of authority by the board of directors on the dealing or document, e.g. 'pursuant to the Articles of Association'. The assumption of proper execution as set out in s129(6) Corporations Act 2001 does not apply.
The seal must be affixed legibly in dense black or dark blue ink or be impressed. Where the seal is embossed it must be shaded by pencil and be acceptable for microfilming purposes. The authorised officers must sign adjacent to the seal, not through it as this may obscure the text within the seal. Adhesive seals are acceptable but they must not obscure information on the form. The seal:
- must show the same ACN as that quoted in the text of the dealing or document. The ABN for the company may be shown in the seal providing the dealing or document was executed on or after 1.7.2003
- does not have to show the ARBN quoted in the text of a dealing or document or
- may not show an ACN or ARBN number. Further evidence is required to show the company does not have an ACN or ARBN, e.g. a foreign company not registered in Australia.
Staff processing information
If doubt exists regarding the authority to execute the document must be referred to Legal through the Senior Examining Officer.