Corporations Act 2001

CHAPTER 1 - INTRODUCTORY  

PART 1.2AA - SIGNING AND SENDING DOCUMENTS  

Division 1 - Technology neutral signing  

SECTION 110A   TECHNOLOGY NEUTRAL SIGNING  

110A(1)    
A person may sign a document to which this Division applies:

(a)    by signing a physical form of the document by hand; or

(b)    by signing an electronic form of the document using electronic means;

if the method of signing satisfies subsection (2) .

Note: A document (including a deed) may be executed by or on behalf of a company without the use of paper, parchment or vellum: see subsections 126(6) and 127(3A) .

110A(2)    
A method of signing satisfies this subsection if:

(a)    the method identifies the person and indicates the person ' s intention in respect of the information recorded in the document; and

(b)    the method was either:

(i) as reliable as appropriate for the purpose for which the information was recorded, in light of all the circumstances, including any relevant agreement; or

(ii) proven in fact to have fulfilled the functions described in paragraph (a) , by itself or together with further evidence.

What information the intention must cover

110A(3)    
For the purposes of paragraph (2)(a) , the person is not required to indicate an intention in relation to:

(a)    any material identifying another person signing the document or indicating another person ' s intention in respect of the information recorded; or

(b)    the signature of another person signing the document; or

(c)    if a common seal is fixed to the document - the seal; or

(d)    any immaterial information in a form of the document generated for the purposes of signing and which arises in the normal course of communication, storage or display.

Note: This subsection allows minor differences that arise from the way a document is signed to be disregarded. For example, a person can sign to witness the fixing of a common seal to a document, and it is not necessary for the signed document to include the common seal (as long as a method is used to indicate that the person observed the fixing of the seal, as required by paragraph 127(2A)(c) ).

Avoidance of doubt

110A(4)    
To avoid doubt, this section does not require:

(a)    a person to sign the same form of the document as another person; or

(b)    a person to sign the same page of the document as another person; or

(c)    a person to use the same method to sign the document as another person; or

(d)    all the information recorded in the document to be included in the form of the document signed by a person as mentioned in paragraph (1)(a) or (b) .

Note: For example, a company may execute a document by one director signing a physical form of the document by hand, and another director signing an electronic form of the document by electronic means.

Persons signing in different capacities

110A(5)    
For the purposes of this section, a person who is to sign a document in more than one capacity:

(a)    is treated as a different person in each such capacity they sign the document; and

(b)    may sign the document in some or all of those capacities by signing the document once, if the document:

(i) requires or permits the person to do so; and

(ii) states the capacities in which the person is signing the document.

Example 1: If a signature block in a document requires or permits a person to sign once as the sole director and sole company secretary of a company, the person may sign the document as the sole director and sole company secretary by signing that signature block.

Example 2: If a signature block in a document requires or permits a person to sign once on behalf of 2 companies as an agent for both those companies, the person may sign the document as an agent for both those companies by signing that signature block.

Example 3: A person who is to sign a document in their capacity as the director of one company and their capacity as the company secretary of another company must sign the document twice if:

(a) one signature block in the document requires or permits the person to sign as the director of the first company; and

(b) another signature block in the document requires or permits the person to sign as the company secretary of the second company.