How an Australian company signs documents when its directors are overseas

An Australian company can sign contracts and deeds without anyone being in the same room. Under section 127 of the Corporations Act 2001, a company executes a document if it is signed by two directors, a director and the company secretary, or (for a proprietary company with one director and no other secretary) that sole director. Since 2022 the Act says those signatures can be wet ink, electronic, or a mix, on separate copies, and a deed signed this way needs no witness. For a board split between Sydney and Singapore or San Francisco, that settles most questions about how to get a document signed.

This guide covers how execution works for a foreign-owned Pty Ltd, the assumptions counterparties can rely on, deeds, agents and attorneys, and the places where you may still be asked for paper.

The three ways a company signs under s127(1)

The text of section 127 of the Corporations Act lets a company execute a document without a common seal if it is signed by:

The third option is the one that trips people up. A Pty Ltd with one director and a separate company secretary can't rely on the sole director signing alone under s127(1)(c). It needs the director and the secretary. Our guide to sole director companies covers this in more detail.

Section 127(4) adds that these aren't the only ways a company can execute a document. A constitution can set out other methods, and an authorised individual can sign as agent under s126 (below). But s127 is the method counterparties prefer, because it triggers the statutory assumptions in s129.

Why counterparties like s127: the s129 assumptions

Sections 128 and 129 let a person dealing with a company assume certain things, and stop the company from later arguing they were wrong. The key ones for signing are:

• s129(5): if a document appears to have been signed in accordance with s127(1), the person may assume it was duly executed by the company. They may also assume that a signatory who writes "director", "company secretary", "sole director and the company does not have a company secretary" or "sole director and sole company secretary" next to their signature holds that role.
• s129(2): anyone who appears from ASIC's public record to be a director or secretary may be assumed to have been duly appointed and to have the usual authority for that role.
• s129(1): the company's constitution and the replaceable rules may be assumed to have been complied with.

The protection has limits. Under s128(4), a person can't rely on an assumption if they knew or suspected it was incorrect at the time. And s129(2) depends on ASIC's record being current, which is one more reason to notify officeholder changes on time (ASIC's Form 484 page gives the lodging period as within 28 days after the change). A newly appointed resident director who isn't yet on ASIC's register is a common reason for a counterparty's lawyer to ask for extra evidence of authority.

Practical point: always put the capacity under each signature ("Director", "Director/Secretary", "Sole director and sole company secretary"). That label is what lets the other side rely on s129(5).

Electronic and split signing are permanent

The Corporations Amendment (Meetings and Documents) Act 2022 made the signing rules technology neutral. According to the commencement table in that Act, Schedule 1 (signing and executing documents) started on 23 February 2022 and applies to documents signed on or after that day. Schedule 2 (meetings and sending documents) started on 1 April 2022.

The core rule is now in s110A. A person may sign a physical document by hand, or an electronic form of the document by electronic means, if the method identifies the person, shows their intention about the information in the document, and is as reliable as appropriate in the circumstances (or is proven in fact to have done those things).

Section 110A(4) then settles the questions that used to cause arguments about split execution. To avoid doubt, a signatory is not required to:

1. sign the same form of the document as another signatory
2. sign the same page as another signatory
3. use the same signing method as another signatory
4. have all of the document's information included in the form they sign.

The Act's own note gives the example of one director signing a paper copy by hand and another signing an electronic copy electronically. That is exactly the split execution a foreign-owned board needs.

Signing in more than one capacity

Section 110A(5) deals with a person who signs as, for example, sole director and sole company secretary. They can sign once if the signature block allows it and states both capacities. If one block is for a director of company A and another for the secretary of company B, they sign twice.

Deeds

Deeds matter for guarantees, releases, deeds of access and indemnity for directors, and some intra-group arrangements. Under s127(3), a company may execute a document as a deed if it is expressed to be executed as a deed and is signed under s127(1) or sealed under s127(2). For deeds signed under s127(1):

• No witness is needed (s127(3A)(a)).
• Paper is optional. The deed can be physical or electronic (s127(3A)(b)), despite the old common law rule about paper, parchment or vellum.
• Delivery is not necessary (s127(3B)).

The same applies when an authorised individual signs a deed as agent under s126 (s126(5) to (7)). Two cautions. First, these rules cover how the company executes. An individual signing a deed in their personal capacity, such as a director giving a personal guarantee, is governed by state and territory law, which may have its own witnessing rules. Second, state laws on particular documents still apply; s126(3) preserves laws requiring a particular procedure. Ask your lawyer which law governs the other parties' signatures.

The common seal is optional

Section 123 says a company may have a common seal. Most new foreign-owned subsidiaries don't bother. If yours has one, s127(2) lets the company execute by fixing the seal, witnessed by the same combinations of officers, and s127(2A) allows the witness to observe the fixing by electronic means, provided they sign and a method shows they observed it. Check the constitution: some older constitutions require the seal for share certificates or deeds.

Agents and attorneys (s126)

When neither s127 combination is practical, for example the overseas director is in transit for a week, the company can act through an agent. Section 126(1) says a company's power to make, vary, ratify or discharge a contract, or execute a document (including a deed), may be exercised by an individual acting with the company's express or implied authority. That individual doesn't need to be appointed by deed (s126(4)), and the company doesn't need a seal (s126(2)).

There are two common forms:

• Board-authorised signatory. The directors resolve that a named person (often the Australian general manager) may sign a defined class of documents, such as customer contracts under a set value. Record the resolution and keep the delegation current. Counterparties can rely on s129(3) for people the company holds out as its officers or agents, but many will still ask to see the authority.
• Power of attorney. The company appoints an attorney by a document executed under s127, usually as a deed. This suits a specific transaction, such as a property purchase while the directors are abroad. Whether a company's power of attorney must be registered, and in what form, depends on the state and the transaction. If land is involved, check with the conveyancer before relying on one.

An agent signing under s126 doesn't give the counterparty the s129(5) "duly executed" assumption. That's why banks and lawyers often still want two directors.

The parent company can't sign as the subsidiary's director, because only an individual aged at least 18 can be a director (s201B). Group executives who sign for the subsidiary without an authority also risk being treated as directors in fact; see shadow directors and parent control.

A workflow that works across time zones

1. Decide the signing combination early. Check the ASIC record and the constitution. Who are the directors, is there a secretary, and does the constitution change the default methods?
2. Draft the execution block for the company you actually have. Two directors, director and secretary, or sole director with the correct capacity wording.
3. Approve before signing. Where the transaction needs board approval, pass a circulating resolution of directors first. Signing a contract isn't the same as the board deciding to enter it, and each director has to be able to show they considered it; see director duties.
4. Use one platform where possible. A single e-signing envelope gives an audit trail of who signed, when and from where. Split counterparts are valid, but they are harder to assemble.
5. Date it properly. If directors sign on different days in different time zones, state in the document when it takes effect, or date it on the last signature.
6. Collate and store. Keep the fully signed version, the audit certificate and the approving resolution together with the company's records.

Where paper and extra steps may still be required

The Corporations Act rules don't bind every third party. Expect these exceptions:

• Government forms with their own rules. For example, the paper director ID application for people living outside Australia says electronic signatures are not recognised and asks for certified copies of identity documents.
• ASIC lodgements. Section 110B stops ASIC refusing a document just because it was signed electronically under s110A, but only if the signature meets that lodgement's requirements. Most changes go through ASIC's online portals with an online declaration instead.
• Banks. Account opening, mandates and security documents follow the bank's own policies and identity checks. Some still want wet-ink signatures, originals or certified identity documents from each director. See opening a business bank account.
• Land registries and conveyancing. Land dealings are governed by state law and registry practice, including verification of identity. Check the registry's requirements with your conveyancer before anyone signs.
• Foreign-law documents. A document governed by another country's law, or to be used overseas, may need notarisation or an apostille under that country's rules.

Where we fit

A resident director is often the director who is awake when an Australian counterparty needs a signature, and pairing them with one overseas director gives you the two-director combination under s127(1)(a). Like any director, they will want to see the final document and the board approval before signing. Our resident director packages are on the pricing page.

General information current at 28 October 2026, not legal advice. Have an Australian lawyer confirm execution requirements for significant transactions, deeds and land dealings.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.