227Execution of documents by or on behalf of corporations

227 Execution of documents by or on behalf of corporations (1) For an honest purchaser, a document is taken to have been properly executed by a corporation aggregate if the seal of the corporation is fixed to the document and the fixing of the seal is attested by— (a) the secretary or another officer of the corporation or a deputy of the secretary or other officer; and (b) a member of the board of directors, council or other governing body of the corporation. General rules about deeds and documents of corporations Part 2.3 Documents of corporations Division 2.3.3 (2) If a document has attached to it a seal purporting to be the seal of a corporation aggregate and the fixing of the seal has been attested by people purporting to hold the positions mentioned in subsection (1), an honest purchaser may assume the document has been executed in accordance with subsection (1). (3) The board of directors, council or other governing body of a corporation aggregate may, by resolution or other means, appoint an agent to execute documents for the corporation, including registration copies of documents to which the corporation is a party. (4) If a person is authorised under a power of attorney or a statutory or other power to assure property for a corporation, the person may make the assurance by— (a) signing it in his or her name in the presence of at least 1 attesting witness and stating in the assurance the power the person has to sign it for the corporation; and (b) if the assurance is a deed—further executing the assurance in accordance with section 219 (Signature and attestation of deeds). (5) If a corporation aggregate is authorised under a power of attorney or a statutory or other power to assure property for someone else, an officer or employee of the corporation appointed for the purpose by the board of directors, council or other governing body of the corporation may assure the property for the other person. (6) If an assurance is made by an officer or employee who purports to be appointed under subsection (5), the assurance is taken, in relation to an honest purchaser, to have been made by a properly appointed officer or employee. (7) This section applies to deeds and other documents executed after (8) This section does not limit the ways in which a company may execute a document (including a deed), and any method of execution authorised by law or by practice, or by the law, charter, constitution or other instrument establishing the corporation or regulating the affairs of the corporation, is (in addition to the methods authorised by this section) as effective as if this section had not been enacted. Note The Corporations Act, s 127 provides how a company may execute documents (including deeds), and s 128 provides that a person is entitled to make certain assumptions in s 129 in relation to dealings with a company.