Commonwealth Consolidated Acts

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CORPORATIONS ACT 2001 - SECT 129

Assumptions that can be made under section 128

Constitution and replaceable rules complied with

             (1)  A person may assume that the company's constitution (if any), and any provisions of this Act that apply to the company as replaceable rules, have been complied with.

Director or company secretary

             (2)  A person may assume that anyone who appears, from information provided by the company that is available to the public from ASIC, to be a director or a company secretary of the company:

                     (a)  has been duly appointed; and

                     (b)  has authority to exercise the powers and perform the duties customarily exercised or performed by a director or company secretary of a similar company.

Officer or agent

             (3)  A person may assume that anyone who is held out by the company to be an officer or agent of the company:

                     (a)  has been duly appointed; and

                     (b)  has authority to exercise the powers and perform the duties customarily exercised or performed by that kind of officer or agent of a similar company.

Proper performance of duties

             (4)  A person may assume that the officers and agents of the company properly perform their duties to the company.

Document duly executed without seal

             (5)  A person may assume that a document has been duly executed by the company if the document appears to have been signed in accordance with subsection 127(1). For the purposes of making the assumption, a person may also assume that anyone who signs the document and states next to their signature that they are the sole director and sole company secretary of the company occupies both offices.

Document duly executed with seal

             (6)  A person may assume that a document has been duly executed by the company if:

                     (a)  the company's common seal appears to have been fixed to the document in accordance with subsection 127(2); and

                     (b)  the fixing of the common seal appears to have been witnessed in accordance with that subsection.

For the purposes of making the assumption, a person may also assume that anyone who witnesses the fixing of the common seal and states next to their signature that they are the sole director and sole company secretary of the company occupies both offices.

Officer or agent with authority to warrant that document is genuine or true copy

             (7)  A person may assume that an officer or agent of the company who has authority to issue a document or a certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.

             (8)  Without limiting the generality of this section, the assumptions that may be made under this section apply for the purposes of this section.



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