A question that has been on the mind of many company owners is ‘can companies sign documents electronically?’
We’re to give you some fantastic news, yes
Before the pandemic, parliament’s position was that documents must be signed physically. This has now changed.
The electronic execution of documents is here to stay.
Permanent measures are now in place, allowing electronic execution of documents and signatures to be witnessed remotely over audio-visual links.
There are still a few matters to consider before your company signs and executes documents electronically.
Read all about the changes here, so you’re across it all!
Previous position in New South Wales (NSW)
Before confirming the electronic signing of company documents, the Treasurer’s determination only allowed the electronic signatures temporarily. It outlined that:
- Online signatures must identify the signatory and their intention to be bound to be valid.
- They must be reliable for the purpose.
- eSignature is only valid under the legislation if it relates to the document in full.
The factors above were temporary measures in place to meet the demands of Covid-19.
However, they are now all permanent with the passing of the Corporations Amendments (Meetings and Documents) Bill 2021 (Meetings and Documents Bill).
Can companies sign documents electronically? – The new normal
Have electronic signatures finally come to stay?
Drum roll….. Yes, they have. The temporary changes introduced are now permanent.
The Senate has passed the Meetings and Documents Bill making permanent changes to electronic execution under sections 126 and 127 of the Corporations Act 2001 (Cth).
After almost two years of effort, the changes will remove barriers to Australian companies signing electronically.
This means that it will be much easier for your company to sign legal documents, such as deeds and agreements.
Electronic execution of deeds
Under the Corporations Amendment (Meetings and Documents) Act 2022, signing deeds electronically in NSW is permanent now.
What does this mean for your company? You may sign a deed using an electronic tool such as an online signature tool.
The new rules also allow agents to sign deeds without being appointed by deed (such as a power of attorney).
Lawpath provides a safe and secure way to electronically sign deeds and other relevant company documents with our eSignature tool.
Can companies sign documents electronically in other states?
If you are wondering whether the good news is extending across other jurisdictions?
Yes, it is.
There have been a few changes across various states, so we’ve summarised everything you need to know below and how it may affect your company.
Requirements for electronic signatures
A document can be electronically signed by a variety of electronic means. For example:
- Sign a PDF on a tablet, smartphone or laptop using a stylus or finger
- Using platforms like DocuSign and Adobe Sign
- paste a copy of a signature into a document
- physically sign a hardcopy document and scan the document
- confirm your agreement by electronically selecting an option indicating agreement.
- Using an online signature tool, for example, Lawpaths eSiganture tool
Other key requirements to be aware of include:
- A copy or counterpart of a document executed by you doesn’t need to include the entire contents of the document
- ASIC will be required to accept documents that have been validly electronically signed.
- You can only use an electronic signature if the party to receive the document agrees to it.
Remote witnessing of legal documents
The remote witnessing of legal documents in NSW is also here to stay, along with electronic signatures.
These permanent measures mean that your business will be able to execute legal documents in a COVID-safe way, ensuring business progression.
There are a few legal requirements for witnesses before remote witnessing can occur. These include
- There needs to be an observation of the signatory signing in real-time
- Ensuring that the document being signed is the same document being signed by the signatory
- It needs to be witnessed by the Electronic Transactions Act
Frequently asked questions (FAQs)
What is split execution?
In split execution, company officers sign different copies of the same document with wet ink (wet-ink signatures).
How does electronic signing impact sole directors?
Documents can now be signed electronically by sole directors as well.
Proprietary companies with a sole director and no company secretary before the changes could not use the statutory document execution mechanism in s 127 of the Corporations Act.
Now, a document will be validly executed by a sole director company if:
- The sole director signs the document;
- They witness the fixing of the company’s common seal to the document
- No witness is required.
What other changes have been introduced with the Meeting and Documents Act?
Other than electronic signatures in place to help your business, the Meeting and Documents act has also introduced the following changes that will allow business owners like yourself to:
- Hold physical, hybrid or wholly virtual meetings if your company’s constitution allows it
- Use technology for virtual meetings allowing all members, directors and officers of your company to participate orally or in writing.
- Use technology to execute documents electronically (Corporate Agreements and Deeds)
- Send documents in hard or soft copies
- Give your members the flexibility to receive documents in their preferred format
- Sign and distribute meeting-related documents
Key Takeaways
Allowing online signatures is a highly welcome and long-awaited measure by the federal government to assist all companies, small or large, across Australia.
Signing documents has never been easier.
It will give your business the ease to execute and send documents quickly and efficiently.
If you wish to send and sign an online document, our eSignature Tool may assist your business.
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