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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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