Execution by corporation
24H Execution by corporation
A corporation may execute a general power of attorney, without using a common seal, if the document is signed by—
2 directors of the corporation; or
1 director and 1 secretary of the corporation; or
for a proprietary company that has a sole director—that director, if—
the director is also the sole company secretary; or
the company does not have a company secretary; or
a lawfully authorised agent or attorney of the corporation, whether or not the agent or attorney is appointed under seal.
A corporation with a common seal may execute a general power of attorney if the seal is fixed to the document and the fixing of the seal is witnessed by—
2 directors of the corporation; or
1 director and 1 secretary of the corporation; or
for a proprietary company that has a sole director—that director, if—
the director is also the sole company secretary; or
the company does not have a company secretary.
For 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—
the person observes the fixing of the seal by audio visual link; and
the person signs the document; and
the document includes a statement that the person observed the fixing of the seal by audio visual link.
Also, for a statutory corporation, the general power of attorney may be signed by a person, or in a way, authorised by the Act under which the corporation is established, incorporated or registered.
Further, for a corporation that is not incorporated under an Australian law, the general power of attorney may be signed by a person, or in a way, authorised by the law of the place in which the corporation is incorporated.
A general power of attorney may be signed under this section whether or not in the presence of a witness.
If a person signs a general power of attorney for a corporation as a lawfully authorised agent or attorney for the corporation, the person must—
sign the general power of attorney in a way that indicates the person is signing as a lawfully authorised agent or attorney; and
if the person is a corporation—sign the general power of attorney under this section.
This section does not limit the ways in which a general power of attorney for a corporation may be executed by the corporation.
In this section—
attorney, for a corporation, means a person acting under the authority of a power of attorney given by the corporation under a deed, a general power of attorney or another law.
audio visual link means facilities that enable reasonably contemporaneous and continuous audio and visual communication between persons at different places and includes videoconferencing.
director, of a corporation, means a member of the board of directors, council or other governing body of the corporation.
secretary, of a corporation, means the clerk, secretary or other permanent officer of the corporation.
This Act’s bill:Explanatory memorandum
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