Why companies have their own rule
The general Act is switched off here
Item 23 of Schedule 1 to the Electronic Transactions Regulations 2020 provides that “Subsection 8(1), Division 2 of Part 2 and sections 14, 14A, 14B and 15” of the Electronic Transactions Act 1999 do not apply to the Corporations Act 2001; item 24 does the same for subordinate legislation made under it. Division 2 of Part 2 is where the general Act’s writing and signature sections sit. So for companies the signing rule comes from the Corporations Act itself, in Part 1.2AA, “Signing and sending documents”, whose Division 1 is headed “Technology neutral signing”.
That Division came from the Corporations Amendment (Meetings and Documents) Act 2022, assented to on 22 February 2022; its Schedule 1, on signing and executing documents, commenced the next day, 23 February 2022. Treasury’s review page says temporary changes in 2021 let companies and registered schemes hold virtual meetings, sign and execute documents electronically and send meetings-related documents electronically; the 2022 legislation made them permanent, with more technology-neutral enhancements.
Section 110A
The signing test
The Division applies to a document, deed included, that is required or permitted to be signed by a person under the Act, and expressly to a document signed by a person exercising a company’s powers under section 126 (an agent) or signing under section 127. A method of signing passes the test in section 110A(2) 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.”
Corporations Act 2001 (Cth), s 110A(2), compilation of 19 September 2026
Section 110A(4) adds four points, to avoid doubt: one signer need not sign the same form or the same page as another, need not use the same method as another, and need not have every part of the document’s information in the form they sign. The Act’s own note gives the mixed case:
“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.”
Corporations Act 2001 (Cth), note to s 110A(4)
Section 127
Executing a document as the company
Section 127(1) says a company may execute a document without using a common seal if it is signed by:
| Company | Signers |
|---|---|
| Any company | 2 directors of the company |
| Any company | A director and a company secretary of the company |
| A proprietary company with a sole director | That director, if they are also the sole company secretary, or the company has no company secretary |
A company with a common seal may instead fix the seal, witnessed by the same kinds of people. The witness need not be in the room: under section 127(2A) the fixing is taken to have been witnessed if the person observes it “by electronic means or by being physically present”, signs the document, and a method is used to indicate that they observed it.
For deeds, section 127(3) says a company may execute a document as a deed “if the document is expressed to be executed as a deed and is executed in accordance with subsection (1) or (2).” Section 127(3A) adds that a deed signed under subsection (1) needs no witness, “regardless of whether the document signed by the director or company secretary of the company, as applicable, is in physical form or electronic form.” Delivery is not necessary.
The person on the other side of the deal gets an assumption: under section 129(5) they may assume a document has been duly executed by the company if it appears to have been signed in accordance with section 127(1).
Section 110B
Lodging an electronically signed document
Where a signature is required or permitted under the Act, the person signs in accordance with section 110A, the document is submitted for lodgement and the signature meets any lodgement requirements under the Act or an instrument, ASIC or the Registrar “must not refuse to receive or register the document on the basis that the document has not been signed.” The note adds that they may still refuse on any other basis, for example if lodgement requirements such as those under Chapter 2P are not met.
Sending to members
Paper or screen: the member can choose
Division 2 of Part 1.2AA lets many documents the Act requires or permits to be sent go in physical form or, where it is reasonable to expect the document “would be readily accessible so as to be useable for subsequent reference”, electronically: as the document itself, or as information that lets the recipient access it. Sent by electronic communication, the document or that information must go to a nominated electronic address of the recipient (section 110D(6)). That Division does not apply to documents sent by or to ASIC, the Registrar or the Takeovers Panel.
A company member may elect to be sent documents in physical form or in electronic form by notifying the sender, “whether or not in writing”. The election may cover all the documents the Division applies to, or a specified class or classes of them.
Next in the queueAn individual’s sworn paperwork follows a different Act: statutory declarations signed digitally. For a signature witnessed on a video call under NSW law, see witnessing by video in NSW.