Electronic signing here to stay for Australian companies


On 22 February 2022, the Corporations Amendment (Meetings and Documents) Bill 2021 (Cth) (Bill) received royal assent. It introduces permanent changes to the Corporations Act 2001 (Cth) (Corporations Act) to allow Australian companies to use technological measures to electronically execute company documents (including deeds).

The changes clarify, and effectively make permanent, temporary relief measures regarding the signing and/or execution of company documents which had been in place since March 2020.

Key requirements

The following requirements now apply to execution of company documents for Australian companies:

Signing of documents

  • A person can sign a document (including a deed) on behalf of a company under sections 126 or 127 of the Corporations Act by signing a physical form of the document by hand or an electronic form of the document electronically. Signing of other documents required by the Corporations Act which relate to certain meetings or resolutions may also be signed by these different methods.
  • The Bill takes a technology neutral approach and does not mandate the use of any particular type of technology, or electronic signing platform, for electronic signing.
  • The method of signing a document must:
    • identify the person and indicate the person’s intention in respect of the information recorded in the document; and
    • be as reliable as appropriate for the purpose for which the information was recorded or be proven in fact to have identified the person’s identity and intention to sign the document.
  • It is not necessary for:
    • a person to sign the same form of the document as another person;
    • a person to sign the same page of the document as another person;
    • a person to use the same method to sign the document as another person; or
    • the document signed by a person to include all the information recorded in the document.
  • A person can sign the same document in different capacities.
  • A deed does not need to be delivered to be validly executed as a deed.
  • A deed may be validly executed by a company without the use of paper, parchment or vellum (calf skin) regardless of any contrary common law principles.
  • The fixing of a common seal to a document under section 127(2) can be witnessed electronically.

Sole director companies

For a proprietary company with a sole director and no company secretary, a document is validly signed if the sole director signs the document or the sole director witnesses the fixing of the company’s common seal to the document.

Execution by agents

  • Agents can execute a document (including a deed) under section 126 of the Corporations Act and make, vary, ratify or discharge a contract.
  • Agents do not need to be appointed by deed.
  • Agents can execute documents by signing a physical form of the document by hand or an electronic form of the document electronically. Other methods of executing the document may also be used. For example, a company’s constitution may set out other methods of executing and/or signing documents.

Entitlement to make assumptions

The assumptions a person is entitled to make in relation to dealings with a company as set out in section 129 of the Corporations Act (particularly that a document has been duly executed by a company if executed in accordance with sections 126 and 127) can be relied on in respect of electronically executed documents (including deeds).

If a company executes a document through an agent under section 126, others will be able to rely on the assumptions in subsection 129(3) for dealings in relation to the company.

Where to from here?

The changes introduced by the Bill are already in effect.

Companies can sign documents (including deeds) by hand or electronically and persons dealing with them can now rely on the section 129 assumptions. In addition, agents can execute documents (including deeds) and make, vary, ratify or discharge contracts on behalf of companies.  

If you haven’t already, you may wish to pack away your pen (and parchment of vellum) in favour of your preferred electronic signing method.

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