The following applies to Torrens Title land, Water Access Licences and the General Register of Deeds.
The terms 'company' and 'corporation' as used in these Directions do not have different meanings and refer to Australian companies registered with the Australian Securities and Investment Commission (ASIC), unless otherwise qualified.
Australian companies are identified as follows:
- a limited company (the most common form of company) must have the word 'Limited' or the abbreviation 'Ltd' at the end of its name. Note ASIC may exempt a company from using the word Limited in its name, e.g. Westpac Banking Corporation
- a limited proprietary company must have the words 'Proprietary Limited' or the abbreviation 'Pty Ltd' at the end of its name
- an unlimited proprietary company must have the word 'Proprietary' or the abbreviation 'Pty' at the end of its name
- a no liability company must have the words 'No Liability' or the abbreviation 'NL' at the end of its name
- by the name 'Australian Company Number [the companys ACN] Limited/Proprietary Limited/Proprietary' or
- by the name 'Australian Business Number [the companys ABN] Limited/Proprietary Limited/Proprietary'.
Check corporate status using ASIC website.
Prior to 1990 companies were registered in the state they were located in. On the formation of ASIC in 1990 companies retained the registered name regardless of another company in another state having the same name provided it was registered prior to 1990, eg: Smith Pty Ltd ACN 123 456 789 (registered WA) & Smith Pty Ltd ACN 987 654 321 (registered ACT).
A registered company can deal with land or a Water Access Licence in the usual manner. For company execution requirements.
The ACN must be stated on a dealing or document following the first instance of the company's name and appear in the company seal.
A dealing involving a business other than a company, e.g. a partnership or trader, must be drawn in the name of the proprietor of the business and will be registered in the proprietor's name. Reference to a trading name etc is acceptable on a dealing but is not included in any notification entered on the title.
'Trust/superannuation funds' must have corporate status to be recorded on title. For example, 'ABC Ltd. Superannuation Fund' cannot deal with land or a Water Access Licence as if it were a company, whereas 'ABC Superannuation Fund Ltd.' can.
ASIC searches for Corporations
When a corporation is transferring or changing its name an ASIC search must be conducted and the following action taken if the:
- Corporation registration is current: the dealing may proceed to registration if otherwise in order;
- Corporation is under administration or in liquidation: the execution must comply with the Registrar General’s requirements; or if the execution does not comply, refer to Leg99;
- Corporation is deregistered: refer to Leg99.
Companies change of name
A company, co-operative, co-operative housing society, incorporated association etc can change its name on the Register by lodging:
- a Change of Name form 10CN together with an office copy of the appropriate certificate of registration of the change of name issued by the administering authority
- a Record New Registered Proprietor form 04RP as regards a vesting pursuant to s46C Real Property Act 1900, together with the appropriate evidence; or
- a Request form 11R with an Order of Court.
Where a discrepancy exists between the name of a company being the registered proprietor of an estate or interest as shown on the Register and the name of the company as stated on an incoming dealing and that company will be removed from the title on registration of the dealing, see Change of name of a proprietor being removed by a dealing lodged.
Where a discrepancy exists between the name of a company being the registered proprietor of an estate or interest as shown on the Register and the name of the company as stated on an incoming dealing and that company will remain on title on registration of the dealing, see Change of name party remaining.
Staff processing information
A search of the Australian Securities and Investment Commission (ASIC) website may be made in lieu of requisitioning for evidence of the change of name of a registered company. Marginally note the dealing as to the action taken.
Where a company etc has changed its name a card must be prepared and filed in the Corporations Index.
Companies under administration
The following applies to Real Property Act land, Water Access Licences and the General Register.
An administrator has the power to transfer or otherwise deal with any estate or interest held by a company under administration. While a company is under administration all dealings or documents must be by the administrator, or with the consent of the administrator or the Court.
A dealing or document by an administrator must be drawn in the name of the company and the name must be followed by the words 'under administration'. Evidence of the appointment is not required, except for a NSW/Local Aboriginal Land Council, Aboriginal Association or corporation.
The dealing or document may be executed:
- under the company seal attested by the administrator. The nature of the authority to sign must be stated, e.g. 'administrator for ...'; no other witness is required; or
- by the administrator personally. The nature of the authority to sign must be stated, e.g. 'administrator for ...', and the signature must be witnessed.
See Baalman And Wells, Land Titles Office Practice, Lawbook Co. 2001 [80.550].
Companies in liquidation
The following applies to Real Property Act land, Water Access Licences and the General Register.
A liquidator has the power to sell or otherwise dispose of the assets of a company in liquidation.
A dealing or document by a liquidator must be drawn in the name of the company and the name must be followed by the words 'under liquidation'. Evidence of the appointment is not required.
The dealing or document may be executed:
- under the company seal attested by the liquidator. The nature of the authority to sign must be stated, i.e. 'liquidator for ...'; no other witness is required or
- by the liquidator personally. The nature of the authority to sign must be stated, e.g. 'liquidator for ...', and the signature must be witnessed.
See Baalman And Wells, Land Titles Office Practice, Lawbook Co. 2001 [80.100].
For a disclaimer of onerous property by a liquidator, see Baalman And Wells, Land Titles Office Practice, Lawbook Co. 2001 [80.250].
Companies in receivership
The following applies to Real Property Act land, Water Access Licences and the General Register.
A receiver or controller has the power to transfer or otherwise deal with any estate or interest as set out in the Order of Court, statute or instrument of appointment. A receiver or controller may be appointed:
- by an Order of the Court
- pursuant to the statutory power conferred on a mortgagee by the Conveyancing Act 1919 or
- pursuant to an express power to appoint a receiver contained in a mortgage.
A dealing or document by a receiver or controller must be drawn in the name of the company and the name must be followed by the words 'receiver appointed' or 'controller appointed'. Evidence of the appointment is not required.
The dealing or document may be executed:
- under the company seal attested by the receiver or controller. The nature of the authority to sign must be stated, e.g. 'receiver for ...' or 'controller for ...'; no other witness is required or
- by the receiver or controller personally. The nature of the authority to sign must be stated, e.g. 'receiver for ...' or 'controller for ...', and the signature must be witnessed.
See Baalman And Wells, Land Titles Office Practice, Lawbook Co. 2001 [80.300].
Corporations Index
The material formerly in the manual Corporations Index is now located in ITS under the Corporate Card Maintenance menu and consists of:
- information on the change of name of companies, co-operatives, co-operative housing societies, incorporated associations and other corporations;
- information on the status of corporations where the name does not clearly indicate the status; and
- letters of authority specifying parties entitled to act on behalf of corporations in regard to land or Water Access Licences and to execute dealings.
Staff processing information
A card must be prepared and filed in the Corporations Index if not already entered where:
- a company, co-operative society, co-operative housing society, incorporated association etc changes its name
- the status of a company etc is established by Legal Division and/or
- a company furnishes an authority for a person or persons other than the director or secretary to execute dealings on the company's behalf.
In all cases where there is a discrepancy in the name of a company etc, the status of a company etc requires verification, and/or the authority of a person executing a dealing (including a Water Access Licence dealing) on behalf of a company requires verification, the Corporations Index must be checked before referring the case to Legal, or rejecting the dealing from lodgment, or raising a requisition.
Deregistered companies
A dealing involving a deregistered company may be dealt with in one of the following ways:
- An estate or interest remaining in the name of a deregistered company after liquidation may be dealt with only by ASIC. A Record New Registered Proprietor form 04RP must be lodged pursuant to s46C Real Property Act 1900 to have the estate or interest vested in the Australian Securities and Investment Commission before a transaction that is not purely administrative, i.e. a dealing that benefits the deregistered company, e.g. a transfer to, may be registered. See Baalman And Wells, Land Titles Office Practice, Lawbook Co. 2001 [85.100], or
- A purely administrative transaction, i.e. a dealing that divests the deregistered company of an estate or interest, e.g. a discharge of mortgage, must be drawn in the name of the deregistered company and be made pursuant to s601AF Corporations Act 2001. The dealing must be executed by an authorised officer of the Australian Securities and Investment Commission (ASIC), the capacity must be stated, and the execution must be witnessed.
If ASIC executes under a section other than 601AF then the dealing should be referred to Legal.
A Receiver for land may be appointed by a secured creditor (mortgagee or chargee), even though the registered proprietor is a deregistered company.
Foreign companies
The following applies to Real Property Act land and Water Access Licences.
A foreign company must be registered with the Australian Securities and Investment Commission (ASIC) in order to carry on certain business in Australia, but is not required to be registered in order to deal with land or a Water Access Licence. If registered with ASIC the foreign company is given an ARBN.
A dealing involving a foreign company will be registered as drawn. If a foreign company does not state the ARBN, a statutory declaration or letter by an officer of the company is required stating that the company:
- is a foreign company
- is not a registered foreign company
- does not have an ARBN and
- does not carry on business in Australia.
The statutory declaration or letter must be filmed with dealing.
Dealings by a foreign company must be executed in the same manner as for an Australian company.
See Baalman And Wells, Land Titles Office Practice, Lawbook Co. 2001 [80.700].
Dealings containing text in a foreign language must be accompanied by a translation, see Baalman And Wells, Land Titles Office Practice, Lawbook Co. 2001 [155.150].
Indexing company names
For General Register of Deeds only - see Companies section under Indexing page (ADIS).