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CORPORATIONS ACT 2001

CHAPTER 2A - REGISTERING A COMPANY  

PART 2A.2 - HOW A COMPANY IS REGISTERED  

SECTION 123  COMPANY MAY HAVE COMMON SEAL  

123(1)  [ Common seal]  


A company may have a common seal. If a company does have a common seal, the company must set out on it:


(a) for a company that has its ACN in its name - the company ' s name; or


(b) otherwise - the company ' s name and either:

(i) the expression " Australian Company Number " and the company ' s ACN; or

(ii) if the last 9 digits of the company ' s ABN are the same, and in the same order, as the last 9 digits of its ACN - the expression " Australian Business Number " and the company ' s ABN.

Note 1: A company may make contracts and execute documents without using a seal (see sections 126 and 127 ).

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Note 2: For abbreviations that can be used on a seal, see section 149 .

123(2)  [ Duplicate]  


A company may have a duplicate common seal. The duplicate must be a copy of the common seal with the words " duplicate seal " , " share seal " or " certificate seal " added.

123(3)  [ Prohibition]  


A person must not use, or authorise the use of, a seal that purports to be the common seal of a company or a duplicate if the seal does not comply with the requirements set out in subsection (1) or (2).

123(4)  [ Strict liability offence]  

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An offence based on subsection (3) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .


 



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