We are often asked questions about the formal execution of documents by a company. The rules for this are found in both the Corporations Act and the constitution for each company.
Section 127 of the Corporations Act basically states that a company can execute a document (including a deed) with or without a seal in any manner authorised by the company. That then means that we need to look at the constitution for further guidance. Each company supplier will have their own provisions for execution in their constitution, so you shouldn’t assume that all constitutions are the same.
In Castle’s constitutions, documents may be executed by the company in any way the directors authorise, and either with or without the seal. Some of the lesser known methods include:
- one of the officers (a term including directors and secretaries) without the need for another officer to co-sign
- one or more persons (not being an officer) signing for and on behalf of the company as an authorised signatory.
Interestingly, if the company needs to execute a document and chooses a method which doesn’t involve two officers, the attestation clause needs to state the full name of the person(s) signing on behalf of the company and their role or position – such as Sole Officer or Authorised Signatory. You may have noticed our order forms request that additional information when relevant.
There are occasions when none of the officers are readily available to formally sign a document. If this occurs, please speak with us, or provide clear written instructions, so we can tailor the attestation clause appropriately to the needs of your client.