Changes to Companies Signing Documents during the COVID 19 Pandemic

The Corporations Act 2001 and the Regulations have recently been amended to deal with the signing of documents by companies as a result of COVID-19. The Corporations Coronavirus Economic Response Determination (No 1) 2020 (Amending Act) came into effect on 6 May 2020 and expires on 6 November 2020.

Section 127(1) of the Corporations Act deals with the signing of documents by a company without using a common seal.

The Amending Act allows for the directors of a company to sign:

1. physical documents in separately (referred to as counterparts); or
2. or otherwise accept a document that meets the requirements of the Electronic Transactions Act 1999 (Cth) in relation to electronic acceptance provided that:
3. a method is used to identify the person in the electronic communication and indicates the person’s intention in respect of the contents of the document; and
4. the method used, in light of all relevant circumstances, is appropriate for the purpose for which the company is executing the document.

The document (being a copy, counterpart or electronic communication) must contain the entire contents, however it does not need to include the signature of the other person signing the document.

This means that company signatories do not need to sign the same physical document. A document can be signed and scanned by one director of the same company and then printed and signed by the second director. Alternatively separate electronic signatures can be applied to the electronic versions of the document.

For example a director of a company can:

• sign a PDF on a tablet, smart phone or laptop using a stylus or similar method; or
• use a cloud based signature platform like Esign or DocuSign; or
• cut and paste a copy of their signature onto the electronic document.

If you need advice or assistance in relation to the signing of documents, please contact us.