Nobody in your startup has printed a contract in years. SAFEs, employment agreements, shareholders’ agreements, board consents — everything goes out through DocuSign and comes back signed in an afternoon. What almost nobody stops to ask is why that works legally, and the answer matters, because it doesn’t work the same way for every document or every signer. For companies signing under the Corporations Act 2001 (Cth), electronic execution has been on solid statutory ground since 2022. For individuals signing deeds — and startup document packs are full of deeds — the position still depends on which state’s law governs, and it is genuinely different in Sydney, Melbourne and Brisbane.
What Section 110A Actually Does
Until recently, the Corporations Act simply didn’t say whether a company could sign electronically. The Commonwealth’s general e-signing statute, the Electronic Transactions Act 1999 (Cth), was expressly switched off for the Corporations Act, so the market ran for years on counsel’s opinions and pragmatism. COVID forced the issue: temporary determinations and stop-gap legislation permitted electronic execution through 2020 and 2021, and the Corporations Amendment (Meetings and Documents) Act 2022 (Cth) made it permanent, with the document execution reforms commencing on 23 February 2022.
The core provisions sit in Division 1 of Part 1.2AA. Section 110 sets the scope: the Division applies to documents — expressly including deeds — that are signed under sections 126 or 127 (company execution), and to documents relating to member and director meetings and resolutions, such as circular resolutions and minutes. For those documents, section 110A lets a person sign an electronic form of the document using electronic means, provided the method:
- identifies the person and indicates their intention in respect of the information in the document; and
- is as reliable as appropriate for the purpose for which the document was generated, or is proven in fact to have identified the signer and indicated their intention.
That test is technology-neutral. A DocuSign or Adobe Sign envelope comfortably satisfies it — the platform authenticates the signer by email, records intent, and produces an audit certificate. But so, in the right circumstances, can a typed name at the foot of an email or a pasted signature image. The reliability limb is contextual: the more significant the document, the more you should want a method that generates evidence. For anything that matters — a share issue, an IP assignment, a deed — use a proper signing platform, not a JPEG of a signature dropped into a PDF.
Section 110A also confirms split execution: each signatory can sign a separate copy or counterpart of the document, and the copy signed doesn’t need to include every other party’s signature. Two directors no longer need to sign the same physical page — one can sign in ink in Sydney and the other electronically from Singapore, on different counterparts, and section 127 execution still works.
Deeds by Companies: The Old Formalities Are Gone
Deeds were historically the problem child of electronic signing, because the common law required a deed to be written on paper (“paper, parchment or vellum”), signed, sealed and delivered — with witnessing requirements added by statute in some states. The 2022 amendments swept that away for companies executing under the Corporations Act:
- A company can execute a deed under section 127 electronically, with no paper original and no witnessing of the officers’ signatures.
- Under section 126, an agent can now make, vary or discharge a deed on a company’s behalf — the agent’s authority doesn’t need to be conferred by deed, and the old physical formalities don’t apply.
- A proprietary company with a sole director and no company secretary can execute under section 127 with that director’s signature alone — a gap in the old drafting, fixed in 2022, that used to trap single-founder companies whose execution blocks assumed a secretary existed.
Just as importantly for your counterparties, the statutory assumptions in section 129 — that a document appearing to be executed in accordance with section 127 has been duly executed — apply to electronic execution. That is why investors and their lawyers care about you using a proper section 127 execution block: it lets them rely on the document without auditing your internal authorisations.
The Trap: Individuals Signing Deeds
Here is the part founders miss. Section 110A applies to signing under the Corporations Act — it protects the company’s execution. It does nothing for a natural person signing a deed in their personal capacity, and startup transactions are full of exactly that: a founder acceding to a shareholders’ agreement as an individual shareholder, a deed of accession signed by an option holder, a personal guarantee supporting an office lease, a deed of release on a co-founder exit, restraint deeds, IP assignment deeds from a pre-incorporation founder personally.
For those signatures, the formalities come from state and territory law, and the states have not landed in the same place:
- NSW — deeds may be signed electronically under section 38A of the Conveyancing Act 1919, but an individual’s signature on a deed must still be witnessed — with witnessing over audio-visual link permitted under NSW’s remote witnessing regime.
- Victoria — deeds may be created and signed electronically under the Electronic Transactions (Victoria) Act 2000, and no witness is required for a deed signed by an individual.
- Queensland — the Property Law Act 2023 (which replaced the 1974 Act from 1 August 2025) carries forward the modern position: deeds can be electronic, electronically signed, and an individual can sign without a witness.
- South Australia — since 15 January 2026, section 41 of the Law of Property Act 1936 (as amended by the Statutes Amendment (Planning, Infrastructure and Other Matters) Act 2025 (SA)) permits deeds to be signed and executed electronically — but an individual’s execution must still be witnessed by at least one witness who is not a party, and it remains unclear whether remote witnessing satisfies that requirement, so a physically present witness is the prudent course.
- Elsewhere — WA, Tasmania, the NT and the ACT have not enacted equivalent permanent reforms, so for a deed governed by those laws, wet-ink signing on paper with a witness physically present remains the safe course.
The practical consequence: the same deed of accession, sent through the same DocuSign envelope, can be validly executed by your company under section 127, validly executed by a Victorian or Queensland individual — and arguably not validly executed by an individual where witnessing requirements weren’t satisfied. An invalid deed isn’t always fatal (it may still take effect as a contract if consideration exists, or equity may assist), but “probably enforceable anyway” is not what you want your cap table resting on when a departing shareholder is looking for an exit from their obligations.
Practical Rules for Your Document Stack
A few habits make this a non-issue:
- Know which documents are deeds. Contracts — SAFEs, subscription agreements, employment contracts, customer terms — only need the ordinary law of contract, and electronic signing is uncontroversial. Deeds are used where consideration is doubtful (accessions, releases, guarantees, some IP assignments). If a document says “executed as a deed”, the formalities apply.
- Use proper section 127 execution blocks for company signatures, stating the office each signer holds, so counterparties get the section 129 assumptions.
- For individuals signing deeds, check the governing law and match the formalities: witness in NSW (AV link is fine); no witness needed in Victoria or Queensland; electronic signing now permitted in South Australia but still with a witness (physically present is safest); wet ink and a physical witness in WA, Tasmania, the NT and the ACT. Alternatively, ask whether the document needs to be a deed at all — recasting it as a contract with real or nominal consideration often sidesteps the whole problem.
- Keep the audit trail. Download and store the signing certificate with the executed document in your data room. Due diligence on your next round will ask who signed, how, and when.
- Foreign companies are different. Section 127 only applies to companies incorporated under the Corporations Act. Your Delaware topco or UK investor signs under its own law — don’t paste an Australian execution block onto it.
The Bottom Line
Electronic execution is no longer a workaround — for Australian companies, it is the statutory default, deeds included, and split execution means geography is irrelevant. The residual risk sits almost entirely with individuals signing deeds, where state formalities still diverge. Get the execution blocks right, match deed formalities to the governing law, and keep the audit trail — and signing day stays a formality instead of becoming a dispute two years later about whether your shareholders’ agreement actually binds everyone on the register.
This article is general information only, not legal advice — the validity of a particular execution turns on the document, the signer’s capacity and the governing law, and you should take advice on your specific position. Viridian Lawyers advises Australian founders and investors on capital raising, corporate documents and investment readiness. If your document stack needs an execution-formalities health check, get in touch.
