Document Signing Requirements

The following outlines the recommended acceptable standards to be applied by registries and participants for signed communications received from securityholders.

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 and CHESS 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.

Individuals

The signature purports to be that of the holder or purports to be signed under power of attorney.

Joint

Multiple signatures are supplied and 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 or by a sole director/company secretary.

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 a power of attorney such power (or a legally certified copy) must be noted by the registry or participant initiating the securityholders instructions.

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. Certified copies of the court order or the directors' resolution and government gazette notice of the appointment of liquidators/receivership 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

NOTE: Below outlines the basic requirements for signing documents in relation to a deceased estate. For more detailed information please refer to individual share registry websites for appropiate documentation and signing requirements.

Documents dealing with an estate must be executed by the executor(s) or administrator(s) of the estate.

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.

For more information regarding deceased estates please refer to our section Deceased Securityholders

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.

Participants are bound by similar signing requirements as registries and should ensure the appropriate documentation is received prior to initiating a CHESS message to amend a securityholders details.

Continue reading - Deceased Securityholders