Where a document is executed using a company’s common seal, the common seal must contain the company’s name and:
- the company’s Australian Company Number or the abbreviation A.C.N. and the 9 digit Australian Company Number
- the company’s Australian Business Number or the abbreviation A.B.N. and the 11 digits comprising the Australian Business Number. (This option is only available where the 9 digits of the company’s A.C.N. are the same, and in the same order as the last 9 digits of the A.B.N., in accordance with s.123(b)(2) of the Corporations Act 2001.)
Alternately, where a company has as its name the expression ‘Australian Company Number’ followed by the 9 digit number, pursuant to s.148(1) of the Corporations Act 2001, the expression ‘Australian Company Number’ or the abbreviation A.C.N. followed by the 9 digit number must be contained in the company’s common seal.
Variations (as to who may execute documents) may be permitted by the Constitution of an individual company Where this is the case, evidence must be produced to verify the right of the person or persons signing.
Where one Director or a Governing Director alone, or an authorised person in addition to a Director, either:
- attests the affixing of the corporate Seal
- executes a document without a common seal
the person lodging the document for registration is required to provide a true or authentic copy of the sealing clause or execution requirements in the Constitution of the corporation, to verify the right of that person to execute a document on behalf of the company. The copy will be returned and must be produced with each subsequent dealing.
To avoid producing the certified copy of a sealing clause or execution requirements each time a corporation deals with land, the Document Examination staff may, on request, record the sealing clause or execution requirements on the departmental computer. Subsequent documents lodged by the same corporation will then be accepted after a computer check by the examiner. The same rules apply where foreign companies are involved.
A “sole director and sole secretary” should always been shown as “sole director and sole secretary”. If a person is shown as “sole director/secretary” there is uncertainty if the person executing is either the sole director or sole secretary or both, so this form of title should not be used