Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 182

182. (1) So far as concerns the formalities of making, varying or discharging
a contract, a person acting under the express or implied authority of a
company may make, vary or discharge a contract in the name of, or on behalf
of, the company in the same manner as if that contract were made, varied or
discharged by a natural person.

(2) The making, variation or discharging of a contract in accordance with
subsection (1) is effectual in law and binds the company and other parties to
the contract.

(3) A contract or other document executed, or purporting to have been
executed, under the common seal of a company is not invalid merely because a
person attesting the affixing of the common seal was in any way, whether
directly or indirectly, interested in that contract or other document or in
the matter to which that contract or other document relates.

(4) This section does not prevent a company from making, varying or
discharging a contract under its common seal.

(5) This section does not apply in relation to a Division 2, 3 or 4 company in
relation to the making, variation or discharging of a contract before the
company's registration day, but applies otherwise in relation to such a
company whether it gives its authority before, on or after that day.

(6) This section does not affect the operation of a law that requires some
consent or sanction to be obtained, or some procedure to be complied with, in
relation to the making, variation or discharge of a contract.

(7) A document or proceeding requiring authentication by a company may be
authenticated by the signature of an officer of the company and need not be
authenticated under the common seal of the company.

(8) A company may, by writing under its common seal, empower a person, either
generally or in respect of a specified matter or specified matters, as its
agent or attorney to execute deeds on its behalf, and a deed signed by such an
agent or attorney on behalf of the company and under his, her or its seal or,
subject to subsections (10) and (11), under the appropriate official seal of
the company, binds the company and has the same effect as if it were under the
common seal of the company.

(9) The authority of an agent or attorney empowered under subsection (8), as
between the company and a person dealing with him, her or it, continues during
the period (if any) mentioned in the instrument conferring the authority or,
if no period is so mentioned, until notice of the revocation or termination of
his, her or its authority has been given to the person dealing with him, her
or it.

(10) A company may, if authorised by its articles, have for use in place of
its common seal outside the State or Territory where its common seal is kept
one or more official seals, each of which shall be a facsimile of the common
seal of the company with the addition on its face of the name of every place
where it is to be used.

(11) The person affixing such an official seal shall, in writing signed by the
person, certify on the instrument to which it is affixed the date on which and
the place at which it is affixed.

(12) A document sealed with such an official seal shall be deemed to be sealed
with the common seal of the company.