At some point signing stops being something you do without thinking. It might be the first contract a bank, an investor or a major client is going to rely on. It might be the day you realise a remote team is signing documents across three states, or the first time someone asks "who is actually allowed to sign this?" That is the moment a business needs a deliberate signing process rather than whoever happens to be nearest a pen.
When the process is set up properly, you end up with something simple: named signers, signature blocks that state exactly who signed and in what capacity, a clear rule for when you sign electronically and when you do not, and an executed copy of every document with its audit trail. What you do not get, despite what many assume, is one universal signature that works everywhere. Validity turns on three things: who signs, how they sign, and what the document is. A deed, a guarantee and a supply agreement each carry different formalities, and an electronic signature is only as good as the method used to make it.
Before you start: the prerequisites
Work through these before anyone signs anything:
- Current ASIC records: the names on your company's ASIC register as directors and company secretary. Your execution blocks must match these, because the other side is entitled to assume that anyone ASIC shows as a director or secretary was properly appointed: see s 129(2) of the Corporations Act 2001 (Cth).
- A signing method: an e-sign platform, wet ink, or both. Decide which is the default and which documents are the exceptions.
- A list of the document types you sign: ordinary contracts, deeds, guarantees, statutory declarations and anything a regulator or counterparty insists on. Each has different formalities, and this list drives everything else.
- An authority decision: who may sign for the company, any value thresholds that need a second signature or a director, and any powers of attorney or delegations, all put in writing.
- Counterparty requirements: banks, landlords and some government agencies may require an original wet-ink signature or a specific form. Find this out before you promise electronic signing, not after.
Two prerequisites trip people up more than the rest. Out-of-date records are the first: a director who has resigned but is still on the register, so blocks get built around the wrong people. The second is counterparty requirements discovered halfway through a deal, which forces a switch from electronic to wet-ink signing at the worst possible time.
Set up the process, step by step
The order below matters, because each step feeds the next. Confirm authority before you draft a single block, and draft the blocks before you write the policy around them.
Step 1: Confirm who can sign for your company
Most Australian businesses are proprietary companies, and the Corporations Act 2001 (Cth) gives two routes for executing documents:
- Section 127 execution: the company itself signs through two directors, or a director and the company secretary, or, for a proprietary company with a sole director, that director alone if they are also the sole company secretary or the company has no secretary. The appeal of this route is the assumptions it creates: the other side may assume a document was duly executed if it appears to be signed in accordance with s 127(1), and under s 128 that assumption holds even if an officer forged a document or acted fraudulently, unless the counterparty actually knew or suspected.
- Section 126 execution: an individual acting with the company's express or implied authority can make, vary and discharge contracts and execute documents on its behalf. A manager with a written delegation is the typical example. The other side may ask for evidence of that authority, such as a board resolution or a delegation, so have it ready.
Check the ASIC register before you draft any block and keep it current. A common failure is a company with two or three directors using the sole-director block, or a person who is not actually a director signing in the "director" line. Both mistakes undermine the assumptions the other side is relying on.
Step 2: Choose wet ink or electronic signing
Both methods are legally effective in Australia. Under s 8 of the Electronic Transactions Act 1999 (Cth), a transaction is not invalid merely because it took place by electronic communication. Section 10 sets the test for a signature: a method must be used that identifies the person and indicates their intention in respect of the information, the method must be as reliable as appropriate in the circumstances (or proven in fact to have done the job), and the person receiving the signature must consent to the method. Equivalent state and territory laws apply to documents governed by state law.
For company documents, s 110A of the Corporations Act 2001 (Cth) makes the position explicit: a person may sign a physical copy by hand or an electronic form by electronic means, provided the method identifies them, indicates their intention, and satisfies the same reliability test.
Three practical consequences follow:
- An e-sign platform that verifies identity, timestamps each signature and produces a tamper-evident audit trail makes the reliability requirement easy to meet. Typed names and "I accept" clicks can be valid, but the weaker the method, the more you depend on surrounding evidence to prove identity and intent later.
- If you upload an image of your wet-ink signature to an e-sign tool, store it securely and limit who can use it. A signature image in the wrong hands is an identity risk, because it can be attached to documents you never saw.
- Keep wet ink for the exceptions: counterparties or regulators that require originals, and documents whose prescribed forms simply cannot be signed electronically.
Step 3: Build signature blocks for each signer type
A signature block's job is to make it obvious who signed, in what capacity, and on whose behalf. Build a template for each situation you identified in the prerequisites:
- Individual signing in their own right: a signature line, printed name and date, plus a witness line if the document needs one.
- Company signing under s 127: the company's full name and ACN, the words "executed in accordance with s 127(1) of the Corporations Act 2001 (Cth)", and two signature lines with capacity fields. Because s 129(5) lets the other side rely on a capacity stated next to a signature, make those fields match reality: "director", "company secretary", or "sole director and sole company secretary".
- Agent signing under s 126: "signed for and on behalf of [company] ACN ..., by [name], [role], authorised under s 126 of the Corporations Act 2001 (Cth)", and be ready to produce the authority if asked.
- Deeds: the document must say it is executed as a deed, and the block must match the execution method. For companies, s 127(3) requires the deed to be expressed as a deed and executed under s 127(1) or (2).
Step 4: Write a short signing policy
A one-page policy turns the choices above into routine. Cover these points:
- Default and exceptions: which documents go through the e-sign platform and which must be wet ink.
- Who signs what: signer names or roles, and any value thresholds that need a second signature or board approval.
- Witnessing: when it is required and who may do it in your state.
- Naming and storage: for example "Supplier Agreement - Executed - 2025-06-30", and where the executed copy lives.
Publish it somewhere your team can actually find it. The point is that nobody has to guess mid-deal whether they can sign, and nobody has to chase the executed version afterwards.
Step 5: Plan for deeds, witnesses and counterparts
Deeds are where formalities bite hardest. For a company, execution is now straightforward: s 127(3A) allows a deed to be executed electronically under s 127(1) without a witness, and regardless of whether the document is in physical or electronic form, so there is no requirement for paper, parchment or vellum. Section 127(3B) confirms that no separate delivery is needed. For individuals, deeds still usually require proper execution and often a witness, and the rules differ between states, so check the local requirements before relying on any shortcut.
Witnessing more generally: most commercial contracts do not need one. Deeds signed by individuals, statutory declarations, affidavits and some state-based documents do, and who is eligible to witness varies by jurisdiction. If a witness is needed, they should watch the signature happen, then add their name, address and signature in the right places.
Two more scenarios to plan for:
- Counterparts: if parties will sign separate identical copies, include a clause stating the document may be signed in counterpart and that the copies together form one agreement.
- Late edits: if wording changes after preparation, have the parties initial the amended pages and keep a clean version history, or reissue the final document for signature rather than patching it piece by piece.
Step 6: Store executed copies and audit trails
The signing is not finished when the last signature lands. Save the final executed copy, and for electronic signatures download the platform's audit trail or certificate showing who signed, when, and that the document was not altered. Keep everything in a central, access-controlled folder with a consistent naming convention, so the right version can be found quickly if a dispute or an audit arrives.
Most of the steps above are quick, but people get held up in four familiar places:
- Signing without authority: a manager or employee signs for the company with no delegation behind them. Under s 126 the authority must be express or implied; if it is missing, the counterparty may be left with a document that does not bind anyone.
- Wrong capacity in the block: a "director" who is not on the ASIC record, or a missing ACN, chips away at the s 129 assumptions the other side is entitled to rely on.
- Deed formalities missed: a deed signed like an ordinary contract, without the "executed as a deed" wording or the right execution method, may be enforced only as a contract or not at all.
- No audit trail: without a record of who signed what and when, proving the execution later becomes a factual argument you may lose.
When to bring in a lawyer
A legal practitioner can do most of the heavy lifting in an afternoon. Typically they would check the company's constitution and the ASIC record to confirm who may sign and whether the constitution imposes extra execution requirements; draft the signature blocks and deed wording for your specific structure, including sole-director situations; advise on whether electronic signing is safe for a particular document given the counterparty, the regulator and the relevant state rules; prepare or review powers of attorney and written delegations so that agents signing under s 126 can point to real authority; review your signing policy and storage arrangements; and advise if an execution is disputed, including whether the assumptions in ss 128 and 129 apply and whether a deed is enforceable.
Why signer authority decides whether your process works
The factor that most often determines whether a signing system succeeds is not the platform, the template or the pen. It is whether the right person signs. A signature block executed flawlessly by someone without authority binds nobody, and the statutory assumptions that make company execution frictionless only operate when the document appears to be a proper s 127 execution, or when the agent genuinely held authority under s 126. So the step worth most of your attention is the first one: confirm who can sign, keep the ASIC record aligned with your blocks, and never let a block state a capacity that is not true.
The rest of the system earns its keep once that is settled. A valid signature identifies the signer and shows their intention to be bound, and for electronic signatures the method must be reliable enough for the job. Execution under s 127 gives counterparties assumptions they can rely on, while s 126 agents need demonstrable authority. Deeds must be expressed and executed as deeds, witnesses are needed only where the law or the document requires them, and every executed copy and audit trail should be stored where it can be found. Sort the authority question first, and the rest of the process follows.