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ARTICLE · 03 OCTOBER 2024

Sole directors empowered to sign documents

Sole directors of proprietary companies should take note of the two key changes concerning signing company documents.

AustraliaCorporate/Commercial Law

On 22 February 2022, the Corporations Amendment (Meetings and Documents) Act 2022 (Cth) (Act) received royal assent. The Act amends the Corporations Act 2001 (Cth) (Corporations Act), giving rise to changes affecting company meetings, communications and document execution. In particular, sole directors of proprietary companies should take note of the following two key changes concerning signing company documents

For documents executed from 23 February 2022:

  1. (Sole director can sign company documents (including deeds) – even if not a company secretary): The passing of the Act allows Australian proprietary companies with a sole director and no company secretary to validly sign and execute documents (including deeds if the document is expressed to be executed as a deed) on behalf of the company under section 127 of the Corporations Act, without having to appoint themselves as the company secretary as well;

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