Execution of Corporation’s Documents - Desklib

Running head: Execution of Corporation’s Documents 1
Execution of Corporation’s Documents
Name of the Student
Name of the Institution
Name of the Instructor

Execution of Corporation’s Documents 2
Question 1
Section 127 of the Corporations Act 2001 stipulates the mode of execution of
corporation documents. A company with no seal, the company documents are executed by at
least two directors of the company or the documents can be executed by the company
secretary and a director of the company. The documents can also be executed by a single
director acting as a single director and company secretary for sole corporations (Lipton,
2012).
In Hewlett-Packard Australia Pty Ltd v Exceed Pty Ltd [2004] FCA 135 the
company’s document was not sealed but was signed by two directors. The court held the
document to be properly executed in accordance with s 127. Company can also execute its
documents through sealing, however, this has to be witnessed by at least two officer of the
corporation being directors and company secretary. The seal represents the corporation’s
signature. Northside Developments Pty Ltd v Registrar-General (1990) 8 ACLC 611
espoused on the importance of company seal. It makes the document the company’s.
Question 2
Issue
Is the mortgage contract enforceable against Two for Tea Pty Ltd.
Rule
A corporation has the power attributed to natural person including to enter contracts.
The Corporations Act provides assumptions in favour of third parties dealing with the
company. Forgery or fraudulent actions of a corporation’s officer do not limit the
assumptions, s 128. Section 129 (3) provides assumptions as to appointment and authorities
officers of a corporation (Bottomley et al, 2017). However, the company is not bound unless
it had made a representation as appointment and authority of its officers (Latimer, 2011).