Execution without 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 without affixing its seal.  In that case, the dealing or instrument must be signed 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 name and 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(1) Corporations Act 2001 (Commonwealth). The assumption of proper execution as set out in s129(5) Corporations Act 2001 applies.

A company may also execute a dealing or document without affixing the company seal and the dealing or document may be signed by persons (including a director or company secretary, an alternate or substitute director or other persons), together with a 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(5) Corporations Act 2001 does not apply.

Staff processing information

If doubt exists regarding the authority to execute the document must be referred to Legal through the Senior Examining Officer.