This article by Brenton Schoch, Grace Lawyers addresses recent updates to body corporate seals.
The changes to the Body Corporate and Community Management Act 1997 (Qld) (the Act) have now been in place since 1 May 2024. While there were some more publicised changes to the Act (uch as pets, smoking and towings), one of the less widely known changes was the removal of the requirement to execute documents under seal.
We wrote about this issue in our article of 12 May 2024 which can be accessed here: BCCM Module Amendments: The Devil’s in the (Lack of) Detail
Despite this change coming into effect on 1 May 2024, Titles Queensland did not provide any guidance on how documents should be executed by bodies corporate.
Titles Queensland has now published its “Interim Guidance for Executions of Titles Instruments by a Body Corporate” (interim guideline). The interim guideline can be accessed in full here: Interim Guidance for Executions of Titles Instruments by a Body Corporate.
We anticipate that the Titles Office will incorporate some or all of the interim guidelines into the next version of the Land Titles Practice Manual once it is published. Titles Queensland anticipates that the relevant updates to the practice manual will be published in late June or early July.
So what has changed?
For documents executed prior to 1 May 2024 – nothing, bodies corporate were still required to comply with the previous requirements for executing and witnessing the application of the seal.
For documents executed after 1 May 2024
As was outlined in our 12 May 2024 article, the 1 May 2024 amendments required certain titles documents (i.e. easements, leases, licences and transfers) to have the resolution or “relevant certificate” executed in the same manner as previously, but without the need for the seal (i.e. execution by at least two committee members, one of whom is the Chairperson or Secretary), or otherwise in accordance with the terms of the resolution.
Other Land Titles Documents (including Community Management Statements):
By the interim guideline, Titles Queensland has directed bodies corporate to the same requirements where certain instruments (i.e. those above) are to have a “relevant certificate” deposited alongside the instrument. In other words, the interim guideline adopts the same execution requirements for all titles documents (including CMS’s) as those dispositions of common property outlined above – i.e. execution by at least two committee members, one of whom is the Chairperson or Secretary (but without the seal).
The interim guideline further clarifies that, because there is in fact no prescribed forms or specific Titles Queensland requirements for what constitutes a “relevant certificate”, the “relevant certificate” is taken to be the instrument itself. In other words, the execution panel on the instrument is all that bodies corporate are required to execute, and there are no additional documents required to accompany the lodgement (easements and surrenders still require a signed copy of the resolution authorising them).
The interim guideline means, if a body corporate needs to execute a new CMS (for example, to update the by-laws) then it will be sufficient for:
- the chairperson or secretary to sign and date the CMS;
- another member of the committee to sign and date the CMS; and
- the signatories’ full names and positions on the committee, and reference to the body corporate scheme, being included in the signature panel.
It should be noted that the last of these requirements (i.e. including the scheme name, including CTS number in the execution panel, and setting out the full name of the signatories (not just their positions)) is in fact a new requirement, and was not previously required by Titles Queensland.
As we indicated in our earlier article, it has always been an option for bodies corporate to specify a different person or persons who are authorised to execute documents, including instruments lodged for registration with Titles Queensland. That option continues to be available to bodies corporate, provided a signed copy of the relevant resolution authorising execution in that manner is deposited with the instrument. The above requirements simply set out the new ‘default rule’ under the interim guideline where there is no authority for execution in a different manner and/or a signed copy of the resolution authorising same is not deposited with the instrument.
Conclusion
Bodies corporate now have some guidance on how to execute certain instruments for lodgement with Titles Queensland following the legislative amendments on 1 May 2024 abandoning the concept of body corporate seals.
While the way the interim guideline is presented may be slightly confusing, the main takeaway point is that the previous methods of execution will be accepted, albeit now without the requirement to apply the seal (and certain other minor new requirements – i.e. including the scheme details and signatory names in the execution panel).
Brenton Schoch
Grace Lawyers
E: brenton.schoch@gracelawyers.com.au
This post appears in Strata News #700.
QLD: Executing documents. Do we still affix the body corporate seal?
This video, featuring Jarad Maher from Grace Lawyers was recorded on 29 April, 2024, before Titles Queensland had clarified their position on Seal requirements when executing documents. In the video, Jarad answered the following questions:
- What do strata managers and bodies corporate need to know and do right now to comply?
- Not everyone will have changed over their contracts and motions to remove any mention of seals. If people are still using their old template, are they valid, or could they be challenged?
Have a question or something to add to the article? Leave a comment below.
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We can only speculate, but it sounds like the contract wasn’t signed at the AGM and it has taken until now for the management company to realise this. When they did they contacted you and asked you to complete the contract. This isn’t best practice, but, for various reasons, errors like this do occur from time to time and from a management point of view when you become aware of it it’s not unreasonable to correct the situation.
However, what seems to have gone wrong here is a breakdown in communication between yourself and the management agency and between your committee. Perhaps it wasn’t inappropriate for your Treasurer and Secretary to sign the contract, but it signals some gap in committee communication that you might want to address. For its part, the management agency may need to think about how they have presented the information to you – you are concerned about the matter which in and of itself says that the communication was problematic.
In terms of the new contract, I suppose it will be put to the owners at the AGM and if they vote to approve it it will be signed under the terms of the motion. I think it is a bit odd to have pre-entered the names of the people to sign in advance – they may or may not be committee members at the end of the meeting and so may or may not be able to sign. If you are in Queensland it is also worth noting that seals are no longer required so the inclusion of this may be irrelevant, although it probably wouldn’t invalidate the contract.
What you shouldn’t feel bad about is asking questions – that’s your job as a committee member. If you can get a credible response in return that’s a good thing even if it is a response explaining that the company made an error. On the other hand, if you can’t get a satisfactory response it’s a red flag. As the AGM is coming up you might consider whether you are happy continuing working with the current company or if it is worth seeking an alternative.
Recently, as Chair/owner I was sent by the B/C manager the Management contract signed ( but no under signature date) at the AGM held in January, 2023. The contract had a handwritten signoff sheet stating No Contact signed, however, it had been signed by the then Chair and Secretary and had the Common seal added later.
19 months into the 2 year contract, without warning or explanation a new Management contract was sent to me, the present Chair, to sign. Confused, I asked the manager why had the original not been signed at the AGM in 2023. No explanation, no changes were made from the original which I eventually located on Strata Max records. (I didn’t have my signature electronically registered as this had not ever been mentioned by the manager).
I was told that my signature wasn’t needed by the manager. I was willing to sign if I had an explanation for the new contract. I was superseded by the managerand the contract was later sent back to me with just 1 full signature, signed by the Treasurer. The secretary also signed with letters and no date of signature.
A week later, I received another Management Contract which is due to be resigned at the AGM 2025. This contract has the type written Christian first names and
Surnames (middle name not added on each) of the Treasurer and Secretary, no date of signatures but Common Seal without date.
As a Justice of the Peace since 1987 and having worked where details like correct full names and dating made a document unenforceable, this action puzzles me.
Can I please have advice on this contract agreement. Has the whole thing been mishandled? or am I wrong in asking for an explanation as Chairperson.