Company may have common seal
123 Company may have common seal
A company may have a common seal. If a company does have a common seal, the company must set out on it:
for a company that has its ACN in its name—the company’s name; or
otherwise—the company’s name and either:
the expression “Australian Company Number” and the company’s ACN; or
if the last 9 digits of the company’s ABN are the same, and in the same order, as the last 9 digits of its ACN—the expression “Australian Business Number” and the company’s ABN.
A company may make contracts and execute documents without using a seal (see sections 126 and 127).
For abbreviations that can be used on a seal, see section 149.
A company may have a duplicate common seal. The duplicate must be a copy of the common seal with the words “duplicate seal”, “share seal” or “certificate seal” added.
A person must not use, or authorise the use of, a seal that purports to be the common seal of a company or a duplicate if the seal does not comply with the requirements set out in subsection (1) or (2).
An offence based on subsection (3) is an offence of strict liability.
For strict liability, see section 6.1 of the Criminal Code.
This Act’s bill:Explanatory memorandumSecond reading speech
The statute text is free to read above. View subscription options to unlock the case-law research tools for each provision.