Commonwealth Consolidated Acts

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Signing company documents

                   A company's power to sign, discharge and otherwise deal with contracts, or execute documents, can be exercised by an individual acting with the company's authority and on its behalf. A company can deal with contracts without using a common seal.

                   A company may execute a document by having it signed by:

•     2 directors of the company; or

•     a director and the company secretary; or

•     for a company with a sole director who is also the sole secretary--that director; or

•     for a company with a sole director and no company secretary--that director.

                   If the document is to have effect as a deed, it should be expressed to be a deed.

[sections 126--127]

                   A company is not required to have a common seal. If it does, the seal must show the company's name and its ACN or ABN (if the last 9 digits are the same, and in the same order, as the last 9 digits of its ACN). The seal is equivalent to the company's signature and may be used on important company documents such as mortgages.

[sections 123, 127(2)]

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