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Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 3-5 Corporation powers and how they are exercised

Division 93 Introduction

93-1   What this Part is about

This Part deals with the legal capacity and powers of Aboriginal and Torres Strait Islander corporations.



 

Division 96 What are a corporation’s powers?

96-1   Legal capacity and powers

             (1)  An Aboriginal and Torres Strait Islander corporation has the legal capacity and powers of an individual within and outside Australia.

             (2)  An Aboriginal and Torres Strait Islander corporation also has all the powers of a body corporate, including the power to, if the corporation’s constitution permits, distribute any of the corporation’s property among the members, in kind or otherwise.

             (3)  An Aboriginal and Torres Strait Islander corporation’s legal capacity to do something is not affected by the fact that the corporation’s interests are not, or would not be, served by doing it.

             (4)  For the avoidance of doubt, this section does not:

                     (a)  authorise an Aboriginal and Torres Strait Islander corporation to do an act that is prohibited by a law of a State or Territory; or

                     (b)  give an Aboriginal and Torres Strait Islander corporation a right that a law of a State or Territory denies to the corporation.



 

Division 99 How are a corporation’s powers exercised?

99-1   Agent exercising a corporation’s power to make contracts etc.

             (1)  An Aboriginal and Torres Strait Islander corporation’s power to make, vary, ratify or discharge a contract may be exercised by an individual acting with the corporation’s express or implied authority and on behalf of the corporation. The power may be exercised without using a common seal.

             (2)  This section does not affect the operation of a law that requires a particular procedure to be complied with in relation to the contract.

99-5   Execution of documents (including deeds) by the corporation itself

             (1)  An Aboriginal and Torres Strait Islander corporation may execute a document without using a common seal if the document is signed by:

                     (a)  2 directors of the corporation; or

                     (b)  a director and a corporation secretary (if any) of the corporation; or

                     (c)  if the corporation has only 1 director—that director.

Note:          If an Aboriginal and Torres Strait Islander corporation executes a document in this way, people will be able to rely on the assumptions in subsection 104-5(6) for dealings in relation to the corporation.

             (2)  An Aboriginal and Torres Strait Islander corporation with a common seal may execute a document if the seal is fixed to the document and the fixing of the seal is witnessed by:

                     (a)  2 directors of the corporation; or

                     (b)  a director and a corporation secretary of the corporation; or

                     (c)  for an Aboriginal and Torres Strait Islander corporation that has only 1 director—that director.

Note:          If an Aboriginal and Torres Strait Islander corporation executes a document in this way, people will be able to rely on the assumptions in subsection 104-5(7) for dealings in relation to the corporation.

             (3)  An Aboriginal and Torres Strait Islander corporation may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with subsection (1) or (2).

             (4)  This section does not limit the ways in which an Aboriginal and Torres Strait Islander corporation may execute a document (including a deed).