Every signed document ends the same way: on a signature page. The block of lines at the end of a deed or contract, the execution block, tells each signer who signs, in what capacity, and whether anyone must witness the signature. It looks like routine admin, but it is the last line of defence for the whole deal. Get the format wrong and a document everyone intended to be binding can fail at the moment it is relied on, forcing re-signing, delay, or a dispute about whether it was ever validly executed.
This article explains how execution blocks actually work under Australian law: why deeds demand more formality than ordinary agreements, how companies sign under s 127 of the Corporations Act, when an authorised agent can sign instead, what the law requires of electronic signatures, and the mistakes that routinely undermine a signature page. The rules are mostly federal, but witnessing is where the states diverge, so the state examples used here are New South Wales, with the differences flagged.
The players on a signature page
An execution block coordinates several people with different stakes in the outcome:
- The signer: the person whose signature binds the party, whether an individual, a company officer, a partner, or an authorised agent.
- The counterparty: the other side, who will later rely on the signature and, where a company has signed, on the statutory assumptions about due execution.
- The witness: for many deeds, an independent person who attests the signature, which is a formal legal requirement rather than a courtesy.
- The court, if it comes to that: the tribunal that will ask whether the document was executed the way the law required, which is where a defective block becomes expensive.
Most of the work of an execution block is removing doubt for the counterparty and the court. The signer knows what they intend; everyone else has to be able to prove it later from the face of the document.
The first fork: deed or ordinary agreement
Before anyone signs, the document itself decides which execution rules apply. The threshold question is whether it is a deed or an ordinary agreement, because the formalities differ and the difference matters commercially.
An ordinary agreement is binding through offer, acceptance and consideration: each side gives something in exchange. A deed is a different kind of instrument. It is enforceable without consideration, which is why deeds are used where one side makes a promise and receives nothing in return, such as a guarantee, a deed poll, a settlement deed, or a deed of release. The price of that advantage is formality. A deed must be expressed to be a deed and executed with the ceremony the law requires. The classic authority on deed execution is Xenos v Wickham (1867) LR 2 HL 296, still cited in Australian courts, for example in Segboer v A J Richardson Properties Pty Ltd [2012] NSWCA 253, where the NSW Court of Appeal considered whether a bank guarantee deed had been delivered.
Why deeds need a witness
In New South Wales, s 38 of the Conveyancing Act 1919 (NSW) requires every deed to be signed, sealed and attested by at least one witness who is not a party to the deed. The same section deems an instrument expressed to be a deed to be sealed once it is signed and attested in that way, so in practice the formal requirements for an individual signing a NSW deed are a signature, an independent witness, and wording that the document is executed as a deed. Other states have their own deed legislation with similar but not identical requirements, which is why the execution block should track the law of the state that governs the document.
The witness rules are a genuine validity requirement, not decoration. A witness should be an independent adult who is present when the signer signs and who then signs and prints their own name. In NSW the witness cannot be a party to the deed, so a director of the other contracting company cannot double as the witness. By contrast, ordinary agreements generally need no witness at all to be binding.
Delivery: when a deed takes effect
An ordinary agreement takes effect when offer and acceptance are complete. A deed binds on delivery. Delivery is a question of intention rather than physical handover: in Segboer, a bank that faxed copies of executed guarantee deeds while keeping the originals had still delivered them, because it had done the act that showed an intention to be bound. That is why the execution block, or the signing clause in the body of the deed, commonly says the deed is signed, sealed and delivered, or that it is delivered on execution, so the intention is recorded on the face of the document.
Companies get a statutory shortcut. Under s 127(3B) of the Corporations Act 2001 (Cth) (the Act), delivery is not necessary at all when a company executes a deed in accordance with s 127(1) or (2). Delivery wording still appears on company deed blocks out of habit, but for a company deed signed under s 127 the omission is not fatal.
The second fork: who is signing
Once the document type is settled, the execution block is driven by the party type. A company, an individual, a partnership and a trustee each need a different block.
Companies: the section 127 combinations
Most Australian small businesses contract through a company, and the Corporations Act gives the signature page a safe harbour. Under s 127(1) of the Corporations Act 2001 (Cth), a company executes a document without a common seal when it is signed by:
- Two directors: each signs on a separate line with their printed name and the title Director.
- A director and a company secretary: the block needs one of each, not two of either.
- A sole director of a proprietary company: that director alone, provided they are also the sole company secretary, or the company has no company secretary.
The execution block should set out separate signature lines for each officer, each with room for the signature, printed name and title, and the company's full name and ACN above the block. Getting the combination right matters because s 128 and s 129 of the Act protect the counterparty. Under s 129(5), a person dealing with the company may assume the document has been duly executed if it appears to be signed in accordance with s 127(1), and may assume that a person who states next to their signature that they are a director or company secretary is telling the truth. The company cannot later assert that the assumption was wrong. The one limit is in s 128(4): the assumptions do not apply to someone who knew or suspected that the execution was defective.
A company may still use a common seal, but it is increasingly rare. If it does, s 127(2) requires the fixing of the seal to be witnessed by the same officer combinations, and under s 123 the seal must show the company's name and, where the ACN is not already part of the name, the ACN. The 2021 amendments to the Act also allow the witnessing of the seal to be observed electronically under s 127(2A).
Company deeds: a lighter touch than individuals
Companies also escape the witnessing rules that apply to individuals. Under s 127(3A), a company executing a deed under s 127(1) does not need the execution witnessed at all, and the document may be signed in physical or electronic form, without paper, parchment or vellum. Under s 127(3), the document simply has to be expressed to be executed as a deed and signed in one of the s 127(1) combinations. So a company deed signed under s 127 needs no witness line, and its block looks much the same as a company agreement block, with the addition of wording that the document is executed as a deed.
Agents and attorneys: signing under section 126
Not every document is signed by the officers themselves. Under s 126 of the Corporations Act 2001 (Cth), an individual acting with the company's express or implied authority can make contracts and execute documents, including deeds, on the company's behalf, and s 126(5) confirms the agent can execute a document as a deed if it is expressed to be a deed. The agent does not need to be appointed by deed.
The execution block for an agent should state the capacity, for example, signed by [name] as authorised representative of [company] under s 126 of the Corporations Act. The risk sits with the counterparty: unlike s 127 execution, an agent's authority cannot simply be assumed from the face of the document. The assumptions in s 129(3) only assist where the company has held the person out as its officer or agent, so a counterparty relying on an attorney usually asks for a copy of the power of attorney or the written authority. An individual signing through an attorney should make clear the signature is given as attorney for the principal and identify the power of attorney by date.
Individuals, partnerships and trustees
An individual signing an agreement needs little more than a signature, a printed name and a date. An individual signing a deed needs the witness line described above. A sole trader is in the same position as an individual: the trading name is not a separate legal entity, so the person signs in their own name, and the block should not pretend otherwise.
A partnership is not a separate legal entity either, and it does not sign under s 127. The usual approach is for each partner to sign, or for a partner with authority under the partnership agreement to sign for and on behalf of the partnership. The execution block should carry the partnership name and the signer's capacity.
Trustees are a recurring source of error. Where a company is signing as trustee of a trust, it is the company that signs under s 127, but the capacity line must say as trustee for the [name] Trust. The same document signed with no capacity line leaves real doubt about what was intended and about which assets the other side can look to. Getting the capacity line right is cheap; arguing about it after a default is not.
The third fork: how the signature is captured
The method of signing is now largely a matter of choice, subject to a legal test.
The legal test for an electronic signature
The Corporations Act contains its own technology-neutral signing rule. Under s 110A, a person may sign a document by hand or by electronic means, provided the method identifies the person and indicates their intention in respect of the information in the document, and the method is either as reliable as appropriate in the circumstances or is proven in fact to have done the job. The Electronic Transactions Act 1999 (Cth) applies the same two-limb test at s 10 to signatures required under Commonwealth laws, and state electronic transactions legislation mirrors the approach for documents governed by state law.
The practical translation: a typed name, a scanned signature, or a click-to-accept on an e-signing platform can all be valid, but the platform has to do the identifying and the intention-recording work, and the audit trail is what evidences both later. Section 110A(4) also makes clear that signers do not have to sign the same page, the same form, or by the same method, which is what makes counterpart and mixed physical-electronic signing workable.
Remote witnessing where the state allows it
Witnessing is where the states genuinely diverge. New South Wales now has a standing regime in Part 2B of the Electronic Transactions Act 2000 (NSW). Under s 14G, a signature that must be witnessed can be witnessed by audio visual link for documents including deeds and agreements. The witness must observe the signatory sign in real time, sign the document or a copy of it, be reasonably satisfied it is the same document, and endorse it with a statement of the method used and that it was witnessed under the section. Section 14I allows the signatory or witness to be outside NSW where the document is made under, or governed by, NSW law, and s 14J fixes the place of execution as where the signatory was when they signed.
Other states and territories have their own arrangements, some broader and some more limited, so a remotely witnessed deed should be checked against the law of the state that governs the document before relying on it. Where remote witnessing is not available, the fallback is a physical witness, and the execution block should allow for that.
Counterparts and dating
Commercial documents are often signed in different places at different times. A counterparts clause in the body of the document provides that each party's signed copy is a counterpart, and that all counterparts together form one document. Combined with s 110A(4), which removes any need for the officers to sign identical copies, a company can have one director sign a physical copy and another sign an electronic copy, and the counterparts are then compiled into a single executed document.
Dating deserves a line of its own. Each signer should date their signature, because the date fixes when execution happened and, for a deed expressed to be delivered on execution, when delivery is taken to have occurred. An undated signature page is not necessarily fatal, but it invites a dispute about timing that a printed date would have avoided.
Where execution typically goes wrong
The Federal Court case Hewlett-Packard Australia Pty Ltd v Exeed Pty Ltd [2004] FCA 135 shows the cost of a mismatched block. A deed of fixed and floating charge was executed by the chargor, but the chargee companies signed with only one director's signature, which is not a combination s 127(1) permits. The court treated the chargee execution as defective, and the position could only be repaired through a later ratification deed and an extension of time for registration. The consequence was extra steps, extra cost, and a window in which the security was exposed.
The same pattern recurs in ordinary practice:
- Wrong capacity line: a company block used where the signer is signing as trustee, with no as trustee for the [name] Trust wording.
- Missing witness: an individual's deed signed with no witness, or a witness who is a party to the deed.
- Wrong officer pairing: a s 127 block signed by two company secretaries, or by one director and another person who is not an officer, neither of which s 127(1) permits.
- Unchecked authority: an agent signing under s 126 where the counterparty never asks for the power of attorney or written authority.
- Unclear identity: an illegible signature or missing printed name, which undercuts the s 129(5) assumption because the document no longer clearly appears to be signed in accordance with s 127(1).
- Knowledge defeats reliance: a counterparty relying on the s 127 assumptions while knowing or suspecting the execution was defective, which s 128(4) removes.
Where a lawyer earns their keep
Most execution blocks are assembled from templates, and for a straightforward agreement between two companies, a careful template will do. Professional help earns its keep at the edges:
- Deeds under non-template law: where the document is a deed and the governing law is a state other than the one the template came from, because witnessing and delivery rules differ.
- Trusts, partnerships and agents: where the capacity line decides what assets the other side can reach, and where authority needs to be evidenced.
- Electronic and remote signing: where signatures will be collected across state lines, or where a deed will be witnessed remotely and the state regime needs checking.
- Defective execution already done: where a document has been signed with the wrong block and needs ratification or re-execution before it is relied on.
- Reliance that must be bulletproof: where a lender, purchaser or guarantor is on the other side and the validity of the execution is the foundation of the deal.
An Artificer Legal practitioner will review the signature pages against the party structure and governing law before execution, confirm the officer pairing matches s 127(1), check capacity and witnessing lines, and make sure the electronic signing process meets the s 110A test, so the block is fixed while it is still cheap to fix.
The signature page is where validity is decided
Everything in a deal can be negotiated for months and lost in the last thirty seconds of signing. The execution block is where validity is actually decided: the correct s 127 pairing for a company, a witness who is not a party for an individual's deed, a capacity line that names the trust or the agency, and a signing process that meets the identification and intention test. Each of those is cheap to get right before the document circulates and expensive to repair after someone relies on it. If the deal matters, have the signature pages checked before they go out, not after someone tries to enforce the document.