Requirements for documents lodged with ASIC are generally set out in each relevant section of the Corporations Act and are more generally detailed in Part 1.0 of the Corporations Regulations.
Sec. 351of the Act specifies that all forms and documents lodged with ASIC must be signed by a director or Company Secretary and the person’s full name (as recorded with ASIC) and signing capacity must be stated.
Verification & Certification
The requirements for verification (that a document [attached to the form] is the original) or certification (that a document [attached] is a true copy of the original) of documents which are lodged with ASIC are further detailed in Reg 1.0.16.
This provision is relevant, for example, when minutes of a special resolution passed at a shareholders’ meeting must be lodged with ASIC in support of some prescribed action (eg, shareholders’ agreement to wind up a company – Sec. 491 – within 7 days).
A document relating to a company that is to be certified or verified must be certified or verified (by ticking the box) in the approved form and signed by:
- a director or Company Secretary who resides in Australia; or
- an agent of the company or, if the agent is a company, a director or Company Secretary of that company who resides in Australia.
The appropriate form is Form 911 “Verification or Certification of a Document”.
*Originally written by Company Secretary, an Australian virtual company secretary service.