Victorian Consolidated Legislation

Property Law Act 1958 - SECT 74

Execution of instruments by or on behalf of corporations

74. Execution of instruments by or on behalf of corporations



(1) In favour of a purchaser a deed shall be deemed to have been duly executed
by a corporation aggregate if its seal be affixed thereto in the presence of
and attested by its clerk, secretary or other permanent officer or his deputy,
and a member of the board of directors, council or other governing body of the
corporation, and where a seal purporting to be the seal of a corporation has
been affixed to a deed, attested by persons purporting to be persons holding
such offices as aforesaid, the deed shall be deemed to have been executed in
accordance with the requirements of this section, and to have taken effect
accordingly.

(2) The board of directors, council or other governing body of a corporation
aggregate may, by resolution or otherwise, appoint an agent either generally
or in any particular case, to execute on behalf of the corporation any
agreement or other instrument not under seal in relation to any matter within
the powers of the corporation.

(3) Where a person is authorized under a power of attorney or under any
statutory or other power to convey any interest in property in the name or on
behalf of a corporation sole or aggregate, he may as attorney execute the
conveyance by signing the name of the corporation in the presence of at least
one witness, and in the case of a deed by affixing his own seal, and such
execution shall take effect and be valid in like manner as if the corporation
had executed the conveyance.

(4) Where a corporation aggregate is authorized under a power of attorney or
under any statutory or other power to convey any interest in property in the
name or on behalf of any other person (including another corporation), an
officer appointed for that purpose by the board of directors, council or other
governing body of the corporation by resolution or otherwise, may execute the
deed or other instrument in the name of such other person; and where an
instrument appears to be executed by an officer so appointed, then in favour
of a purchaser the instrument shall be deemed to have been executed by an
officer duly authorized.

(5) The foregoing provisions of this section shall apply to transactions
wherever effected, but only to deeds and instruments executed after the
thirty-first day of December One thousand nine hundred and eighteen, except
that, in the case of powers or appointments of an agent or officer, they shall
apply whether the power was conferred or the appointment was made
before or after the commencement of this Act or by this Part.

(6) Notwithstanding anything contained in this section, any mode of execution
or attestation authorized by law or by practice or by the statute, charter,
memorandum or articles, deed of settlement or other instrument constituting
the corporation or regulating the affairs thereof, shall (in addition to the
modes authorized by this section) be as effectual as if this section had not
been passed.