Signing documents on behalf of your company during COVID-19

Directors and secretaries can now validly execute documents on behalf of their companies by signing those documents using an electronic signature. For documents that require the signatures of two company officers, those documents can now also be signed in counterpart.

 

Until earlier this week, section 127 of the Corporations Act required that documents executed on behalf of a company needed two company officers to physically sign the same document in wet ink. With companies that have a sole director who is also the sole secretary, only that person's wet ink signature was needed.

New laws (here) introduced by the Federal Government have amended those requirements and made it clear that documents executed on behalf of a company no longer not need to be in "wet ink" and do not need all officers to sign the same physical document.

Counterparts

Two company officers can now execute a document in counterpart.

A document signed in counterpart allows two or more identical copies of the same document to be signed by the parties, rather than requiring everyone to sign the same physical document. When all the parties have signed a copy, those copies when taken together are considered a single and validly executed document.

It is worth noting that, under the new laws, each copy or counterpart must include the entire contents of the actual document being executed, but does not need to include the signature of any other party. This requirement also extends to documents signed with electronic signatures.

Electronic signatures

Documents can now also be executed on behalf of a company by way of electronic signature.

There is however a requirement that there is some way to identify the person providing the electronic signature, as well as their intention about the contents of the document.

Examples

The following are just some examples of how documents may now be validly signed on behalf of a company:
  1. two directors each print off and sign a separate copy of the same document;
  2. director A prints off, signs and scans a signed copy of the document to director B. Director B signs the scanned document electronically or prints it off and signs it; or
  3. a sole director who is also the sole secretary executes the document electronically.
If you require more information, please contact our Private Clients team.

Contributors

Tal Prigan Lawyer