DOCUMENT SIGNING REQUIREMENTS
Individual Holders
| Joint Holders | Company
| Liquidations,
Receivership or Defunct Companies | Estates
| Statement/Statutory
Declarations | Certification
of Documents | CHESS Transactions
With the execution of notices the following are
the recommended acceptable standards.
These notices include all standard types of communications
with securityholders where the document does not stipulate the method
by which it is to be executed and would include such communications
as change of address, request for information, dividend instructions
and the completion of off-market transfers.
These standards assume that registries have sent
confirmation of any changes of address to the old address utilising
the green bordered envelope approved by Australia
Post to ensure that the advice will not be redirected but delivered
as per the addressee details and that confirmation advices have been
sent to securityholders for any dividend instructions or dividend
elections.
Individual
Holders
The signature purports to be that of the holder
or purports to be signed under power of attorney.
Joint Holders
The signatures purport to be that of each of the
holders making up the joint holding or purports to be signed under
powers of attorney.
Company
The document purports to be signed in accordance
with the company’s constitution and the Corporations Act 2001
and is attested by two directors or a director and a secretary.
For a proprietary company that has a sole director
who is also the sole company secretary -that director provided that
the signature is attested by the words "sole director and sole
secretary".
Note that a company may execute documents in itself
without using a common seal provided that the signing without the
seal or witnessing of the affixing of the seal is attested as described
above.
If documents are signed under power of attorney
such power (or a legally certified copy) must be noted by the noting
party.
Liquidations,
receivership or defunct companies (bankruptcies)
Documents relating to a company in liquidation
or receivership must be executed on behalf of the company by the liquidator
or receiver and certified copies of the court order or directors’
resolution and government gazette notice of the appointment should
be sighted.
When an appointment has been sighted, documents
executed by the directors of a company should not be accepted unless
notification of cancellation of the appointment of the liquidator
has been sighted. Directors of defunct companies cannot execute documents
on behalf of the defunct company and any action must be dealt with
by the ASIC, as the securities are vested in them.
Estates
Documents dealing with an estate must be executed
by the executor(s) or administrator(s).
Executor(s) or administrator(s) outside the State
in which the probate is granted may appoint an attorney to execute
documents on their behalf.
Generally addresses for estates should not be
changed until such time as the registry has established that it is
dealing with the correct legal representative. This is usually done
by noting a grant of probate or letters of administration. However,
as a grant of probate or letters of administration could take considerable
time to obtain, it is considered acceptable procedure, if requested,
to change the address to the estate’s solicitors or representatives
who purport to act for the estate.
Statements/Statutory
Declarations
Statements made under the Corporations Law are
only considered valid for those securityholders resident in Australia
where the statement is executed in Australia.
For overseas holders the requirement is for proper
completion of a statutory declaration. All statements and/or declarations
in respect of alterations to holdings, lost certificates, dispensing
with probate or any other matter should include an indemnity in favour
of the company or its agent.
Certification
of Documents
All copies of original documents such as probates,
powers of attorney, marriage certificates, etc. should be certified
that they are a true and correct copy of the original document and
state the name, title and address of the person certifying the document.
The certification should be made by a person who
in the State or Territory of certification has the authority to witness
a statutory declaration.
Photocopies of documents should not be accepted
in lieu of originals unless certified with original signatures.
CHESS Transactions
Under CHESS
brokers have the responsibility to ensure the correctness and validity
of electronic transactions initiated by them. Some transactions, in
particular changes to registration details, death of a sponsored holder
and conversion requests have identical document signing requirements
as would apply if they were off market. However, it is not the responsibility
of registries to enquire as to the validity of documents behind a
CHESS broker’s transaction.
By initiating an electronic message the broker warrants the validity
of the transaction.
