The Corporations Amendment (Meetings and Documents) Act 2022 amends the Corporations Act permanently to allow persons signing for companies to use technology to sign documents (including deeds) in electronic form by using electronic technology.

The change to company document execution applies to documents which are signed on or after 23 February 2022.

The amending Act inserts a new Part 1.2AA (Signing documents) into the Corporations Act as well as amending sections 126 (making of contracts and execution of documents by an agent), 127 (execution of documents by a company with or without a common seal) and 129 (assumptions that can be made under section 128).

NOTE: the Treasury Laws Amendment (Modernising Business Communications) Bill 2022 which amends the signing provisions for other documents, lapsed in March 2022 as it had not been passed when a Commonwealth election was called.

What is technology neutral signing?

Companies will be able to sign deeds and other documents (including documents relating to meetings) regardless of whether the document is in physical or electronic form.

A person may sign a document by signing a physical form of the document by hand or an electronic form of the document using electronic means provided the method of signing:

• identifies the person and indicate the person’s intention in respect of the information recorded in the document; and
• is as reliable as appropriate for the purpose for which the information was recorded, or proven in fact to have indicated the person’s identity and intention to sign.

A document executed as a deed without a common seal does not need to be witnessed.

To ensure documents can be signed in flexible ways, the changes make clear that the law does not require:

• the fixing of a common seal to a document to be witnessed by a person physically present in the same place;
• persons to sign the same form of the document as another person;
• persons to sign the same page of the document as another person;
• persons 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.

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.

A person can sign a document in different capacities and may sign the document in some or all of those capacities by signing the document once if the document requires or permits the person to do so and states the capacities in which the person is signing the document.

For example, 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.

However if 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.

The Act does not prescribe the use of any particular type of technology for signing (whether electronic or physical).

It does not limit the ways in which a person may sign a document.

For example, a company’s constitution may set out ways in which a document (including a deed) may be executed or signed in addition to the ways a document (including a deed) may be executed in accordance with sections 126 and 127 or signed in accordance with Division 1 of Part 1.2AA.

Nothing in the Act prevents a document from being signed in the traditional manner or using traditional practices (for example by applying a wet-ink signature to a paper document).

Proprietary company with a sole director

The amendment to section 127 makes it clear that a proprietary company with a sole director and no company secretary can execute a document (including a deed) by the signature of the sole director alone.

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