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Company Documents – Signing Policy

It is proposed that the POLICY for signing Company documents be as hereunder, pursuant to Section 127 of the Corporations Act and the Constitution of the Company and/or any subsidiary as applicable.

REQUIRED SIGNATURES & COMMON SEAL

Signing of any/all of the following must be by 2 Directors or 1 Director and the Company Secretary, and have the Common Seal affixed if it is a Company document and/or is also required by the particular subsidiary’s Constitution.

DOCUMENTS COVERED

This policy applies to the types of documents listed (not exhaustive) as follows:

  • Agreements
  • Deeds
  • Contracts
  • Share Certificates/Transfers
  • Leases – Real Property/Plant & Equipment
  • Bank/Finance Facility Arrangements
  • Mortgages
  • Debentures
  • Encumbrances
  • Charges over Assets (& Discharges)
  • Guarantees
  • Indemnities
  • Other documents legally committing the company/subsidiary to make payments, and/or perform tasks for consideration, or otherwise.

BOARD REPORTING

Documents may be signed (ie, by required signatories) between Board meetings if executive management considers it commercially imperative. In such cases, the Company Secretary is required to provide to the Board at next meeting a list of all documents signed/Common Seal usage for ratification.

In all other cases details of documents to be signed/sealed must be submitted for prior Board approval and authorisation.

*Originally written by Company Secretary, an Australian virtual company secretary service.