sec.52Execution by corporation

### sec.52 Execution by corporation A corporation may execute a document that is to have effect as a deed, without using a 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 or under a deed. A corporation with a common seal may execute a document that is to have effect as a deed 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. Despite subsections (1) and (2) , a corporation sole or statutory corporation may execute a document that is to have effect as a deed, without using a seal, if the document is signed by a person, or in a way, authorised by the Act or another document under which the corporation is established, incorporated or registered. For a corporation with a common seal executing a document that is to have effect as a deed, or a corporation sole or statutory corporation using a seal, the fixing of the seal to the document is taken to have been witnessed by a person 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. A corporation that is not incorporated under a law of the Commonwealth or a State may execute a document that is to have effect as a deed if the document is signed by a person, or in a way, authorised by the law of the place in which the corporation is incorporated. A document that is to have effect as a deed may be signed under this section whether or not in the presence of a witness. If a person signs a document that is to have effect as a deed for a corporation as a lawfully authorised agent or attorney for the corporation, the person must— sign the document in a way that indicates the person is signing as a lawfully authorised agent or attorney; and if the person is an individual—sign the document under section 51 ; and if the person is a corporation—sign the document under this section. This section does not limit or otherwise affect the ways in which a document that is to have effect as a deed 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 made under the Powers of Attorney Act 1998 , 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. statutory corporation means an entity established, incorporated or registered under an Act of the Commonwealth or a State, that is not a corporation registered under the Corporations Act . (sec.52-ssec.1) A corporation may execute a document that is to have effect as a deed, without using a 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 or under a deed. (sec.52-ssec.2) A corporation with a common seal may execute a document that is to have effect as a deed 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. (sec.52-ssec.3) Despite subsections (1) and (2) , a corporation sole or statutory corporation may execute a document that is to have effect as a deed, without using a seal, if the document is signed by a person, or in a way, authorised by the Act or another document under which the corporation is established, incorporated or registered. (sec.52-ssec.4) For a corporation with a common seal executing a document that is to have effect as a deed, or a corporation sole or statutory corporation using a seal, the fixing of the seal to the document is taken to have been witnessed by a person 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. (sec.52-ssec.5) A corporation that is not incorporated under a law of the Commonwealth or a State may execute a document that is to have effect as a deed if the document is signed by a person, or in a way, authorised by the law of the place in which the corporation is incorporated. (sec.52-ssec.6) A document that is to have effect as a deed may be signed under this section whether or not in the presence of a witness. (sec.52-ssec.7) If a person signs a document that is to have effect as a deed for a corporation as a lawfully authorised agent or attorney for the corporation, the person must— sign the document in a way that indicates the person is signing as a lawfully authorised agent or attorney; and if the person is an individual—sign the document under section 51 ; and if the person is a corporation—sign the document under this section. (sec.52-ssec.8) This section does not limit or otherwise affect the ways in which a document that is to have effect as a deed for a corporation may be executed by the corporation. (sec.52-ssec.9) 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 made under the Powers of Attorney Act 1998 , 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. statutory corporation means an entity established, incorporated or registered under an Act of the Commonwealth or a State, that is not a corporation registered under the Corporations Act . - (a) 2 directors of the corporation; or - (b) 1 director and 1 secretary of the corporation; or - (c) for a proprietary company that has a sole director—that director, if— (i) the director is also the sole company secretary; or (ii) the company does not have a company secretary; or - (i) the director is also the sole company secretary; or - (ii) the company does not have a company secretary; or - (d) a lawfully authorised agent or attorney of the corporation, whether or not the agent or attorney is appointed under seal or under a deed. - (i) the director is also the sole company secretary; or - (ii) the company does not have a company secretary; or - (a) 2 directors of the corporation; or - (b) 1 director and 1 secretary of the corporation; or - (c) for a proprietary company that has a sole director—that director, if— (i) the director is also the sole company secretary; or (ii) the company does not have a company secretary. - (i) the director is also the sole company secretary; or - (ii) the company does not have a company secretary. - (i) the director is also the sole company secretary; or - (ii) the company does not have a company secretary. - (a) the person observes the fixing of the seal by audio visual link; and - (b) the person signs the document; and - (c) the document includes a statement that the person observed the fixing of the seal by audio visual link. - (a) sign the document in a way that indicates the person is signing as a lawfully authorised agent or attorney; and - (b) if the person is an individual—sign the document under section 51 ; and - (c) if the person is a corporation—sign the document under this section.