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DATE: 16 June 2005
DISTRIBUTION: General
SUBJECT: Documents lodged with the Land Titles Office executed under the Corporations Act 2001
There has been an increasing trend for lodging parties to submit dealings that do not comply with section 127(1) and (2) of the Corporations Act 2001.
Section 127(1) provides that documents executed without a common seal must be signed by:
(a) 2 directors of the company or
(b) a director and a company secretary of the company (ie two different officers of the company) or
(c) for a proprietary company that has a sole director who is also the sole company secretary – that director (ie Sole Director/Sole Secretary)
Section 127(2) provides that documents executed with a common seal must be witnessed by:
(a) 2 directors of the company or
(b) a director and a company secretary of the company (ie two different officers of the company) or
(c) for a proprietary company that has a sole director who is also the sole company secretary – that director (ie Sole Director/Sole Secretary)
Section 129(5) & (6) of the Corporations Act 2001 enables a person to assume that a document has been duly executed by the company if the document appears to have been signed in accordance with section 127.
Therefore Land Data Registration Branch staff can only assume that a document is correctly executed by the company if section 127 of the Corporations Act 2001 is complied with.
The party/parties executing must state their capacity. In particular a sole director who is also the sole company secretary must state that capacity (SOLE DIRECTOR/SOLE SECRETARY).
Where the dealings are not in accordance with Section 127, evidence of authority to execute must be produced. (eg. Documentation lodged with A.S.I.C.). Please Note: A.S.I.C searches must be recent to the entry into URDS.
ALICE KAWA
Recorder of Titles