If you have more than one director, do you legally need to have both directors signing the share certificate or can you just have the one director?
Hi Jen, I’d look in the Company’s Constitution. There should be some guidance with regard to signing documents. I think you will find in most cases where there is more than one director you need two people to sign.
To legaly execute documents they need to be signed by either 2 directors, a director and secretary or if a sole director they must also be the secretary. Section 127 of the Corps Act.
I understand there is no requirement to have a Secretary - so is this correct?
There is a contradiction in the Corps Act. A company is not required to appoint a secretary, however, it also states that to legally execute documents it must be signed by 2 directors or if sole director they also need to be appointed secretary. So best practice would be to ensure all sole directors are also the secretary.
Hope this helps
Kind of amazing that this contradiction has existed for 18 years and hasn’t been amended or clarified.
I also had a situation where a client was forced to prepare a ‘Deed of Amendment’ because his original Trust Deed was signed by the Sole Director only and not by Sole Director and Secretary (even though it was the same person!)
I encountered that a lot at my last firm as it wasn’t their practice to establish companies with secretaries, and a lot of their clients used the NAB for their bank, and NAB use Maddocks lawyers for their corporate stuff, and they enforce that rule of having the secretary.