Document ID: chunk:federal_register_of_legislation:C2025C00185:section:127:p1
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 127 (pt 1/2)
Character Range: 461966–464542

127  Execution of documents (including deeds) by the company itself

Executing a document without a common seal
 (1) A company may execute a document without using a common seal if the document is signed by:
 (a) 2 directors of the company; or
 (b) a director and a company secretary of the company; or
 (c) for a proprietary company that has a sole director—that director, if:
 (i) the director is also the sole company secretary; or
 (ii) the company does not have a company secretary.
Note 1: If a company executes a document in this way, people will be able to rely on the assumptions in subsection 129(5) for dealings in relation to the company.
Note 2: The requirement to sign may be satisfied electronically: see Division 1 of Part 1.2AA (about technology neutral signing).
Note 3: Because a CCIV has no natural person directors and no company secretary, it executes documents through the directors and company secretary of its corporate director: see section 1223.

Executing a document with a common seal
 (2) A company with a common seal may execute a document if the seal is fixed to the document and the fixing of the seal is witnessed by:
 (a) 2 directors of the company; or
 (b) a director and a company secretary of the company; or
 (c) for a proprietary company that has a sole director—that director, if:
 (i) the director is also the sole company secretary; or
 (ii) the company does not have a company secretary.
Note 1: If a company executes a document in this way, people will be able to rely on the assumptions in subsection 129(6) for dealings in relation to the company.
Note 2: Because a CCIV has no natural person directors and no company secretary, it executes documents through the directors and company secretary of its corporate director: see section 1223.
 (2A) For the purposes of subsection (2), the fixing of a common seal to a document is taken to have been witnessed by a person mentioned in paragraph (a), (b) or (c) of that subsection if:
 (a) the person observes, by electronic means or by being physically present, the fixing of the seal; and
 (b) the person signs the document; and
 (c) a method is used to indicate that the person observed the fixing of the seal to the document.
Note: For provisions about technology neutral signing, see Division 1 of Part 1.2AA.

Executing a document as a deed
 (3) A company may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with subsection (1) or (2).
Note: For provisions about technology neutral signing, see Division 1 of Part