Does a director's signature need to be witnessed?

When a company executes a document, witnesses are typically not needed.

A company without a common seal may execute a document by having it signed by two directors, a director and the company secretary, or the sole director and secretary of a proprietary company, in accordance with section 127 of the Corporations Act 2001. It is not necessary to witness their signatures.

The setting of the seal needs to be witnessed by two directors in the case of a company with a common seal, or by a director and the company secretary in the case of a proprietary company, or by the sole director and company secretary. It is not necessary to have a separate witness.

Most companies no longer use a common seal.

It should be noted that a signature may nevertheless be enforceable even if it is not in compliance with section 127; the parties are unable to depend solely on the provisions of that section. The signature remains valid despite this.

Article source: https://www.legislation.gov.au/C2004A00818/2022-10-01/text

Please be advised this is general information only, and is not to be taken as legal advice. If you would like more information, or have a legal query, please contact Abbott & Mourly directly.
Published: 17/01/2024