Execution of deeds, agreements and documents

Practical Law ANZ Toolkit w-026-8678 (Approx. 12 pages)

Execution of deeds, agreements and documents

by Practical Law New Zealand

About this toolkit

This toolkit is a guide to Practical Law New Zealand's and Practical Law UK's resources relating to the valid execution of deeds, agreements and other documents, including links to the relevant resources.

Access to the resources listed in this toolkit depends on what is included in your Practical Law subscription. To find out more about Practical Law or upgrade your access, contact our Customer care team.

Requirements for valid execution of a deed, agreement or other document

The applicable execution formalities for the signing of a given document depend on several factors, primarily:

The legal nature of the party signing the document. Particular rules govern the signing of deeds and documents by individuals and companies registered under Part 2 of the Companies Act 1993 (CA 1993).
The capacity in which the signatory executes the document. Additional legal and formal considerations apply depending on whether the signatory signs personally, for example as an attorney, or with the authority conferred by his or her office in a body corporate (for example, as a director of a company).
The governing law. The applicable law will be a combination of statute, common law and foreign law, depending on the nature of the document and the party signing. For more information, see Practice note, Governing law and jurisdiction clauses.
Whether or not the document is a deed. Deeds are formal instruments that are distinct from mere agreements and other non-contractual documents. Additional formalities apply under statute where a document is expressed to take the form of a deed.

Individuals (natural persons)

For comprehensive guidance on the law governing the execution of deeds and documents by individuals, see Practice note, Execution of deeds and documents by individuals.

Companies registered under Part 2 of the Companies Act 1993

For comprehensive guidance on the law governing the execution of deeds and documents by companies registered under Part 2 of the CA 1993, see Practice note, Execution of deeds and documents by companies registered under Part 2 of the Companies Act 1993.

Overseas entities and corporations

For guidance on how overseas entities and corporations should execute deeds and other documents, see Checklist, Execution of documents by overseas entities and overseas corporations.

Standard form execution blocks

The form of the execution block in a contract or other document is key to ensuring that the relevant statutory or common law requirements governing valid execution of the document are properly satisfied. Practical Law New Zealand maintains standard form execution blocks that accord with generally accepted practice.

Individuals

For the appropriate standard form execution blocks where an individual is executing a deed, agreement or other document, see:

Type of document	Signatory	Standard form execution block and drafting notes
Deed	Individual	Standard clause, Execution block (deed): individual.
	Attorney	Standard clause, Execution block (deed): individual: under power of attorney.
	Person acting in specified capacity	Standard clause, Execution block (deed): individual: by a person acting in specified capacity (such as a trustee).
Agreement or other document	Individual	Standard clause, Execution block (agreement): individual.
	Attorney	Standard clause, Execution block (agreement): individual: under power of attorney.
	Person acting in specified capacity	Standard clause, Execution block (agreement): individual: by a person acting in specified capacity (such as a trustee).

Companies

For the appropriate standard form execution blocks where a company registered under Part 2 of the CA 1993 is executing a deed, agreement or other document, see:

Type of document	Signatory or signatories	Standard form execution block and drafting notes
Deed	Two directors OR Sole director and one witness	Standard clause, Execution blocks (deed): company: by signature of two directors or sole director and one witness.
	Attorney	Standard clause, Execution block (deed): company: under power of attorney.
	Person specified in company's constitution	Standard clause, Execution block (deed) company: by director or other person (or class of persons) specified in the company's constitution.
Agreement or other document	Two directors OR Sole director and one witness	Standard clause, Execution blocks (agreement): company: by signature of two directors or sole director and one witness.
	Attorney	Standard clause, Execution block (agreement): company: under power of attorney.
	Authorised representative	Standard clause, Execution block (agreement): company: by signature of authorised representative.

Administrators, liquidators and receivers

For the appropriate standard form execution blocks where an administrator, liquidator or receiver is executing a deed, agreement or other document, see Standard clauses:

Electronic signatures

See Practice note, Electronic contracts and transactions: Electronic signatures for a detailed guide to key principles and issues concerning the use of electronic signatures, including:

When electronic signatures cannot be used.
The requirements for an electronic signature.

For practice points and suggestions to consider when using and handling electronic signatures in transactional contexts, see Checklist, Electronic signatures: practice points.

Standard document, Counterparts may also be relevant.

Signing and completion

For practical guidance on the relevant considerations when preparing for and organising, signing and completion of transactional documents, see Practice note, Signing and completion.

Formation of contract

For guidance on principles of contract law relevant to the execution of documents, see Practice notes:

International transactions

Notarisation

In international or cross-border transactions, there will sometimes be a requirement for certain documents to be notarised or legalised, particularly if the transaction involves a civil law jurisdiction (such as France or Germany). For an overview by Practical Law UK of what notarisation involves, and when it might be required, see Practice note, Notaries and notarisation. This resource should be reviewed carefully before being used in a New Zealand law context.

Legal opinions

In cross-border transactions, a legal opinion may be required from lawyers in a foreign jurisdiction opining on whether a transaction document is valid and enforceable in that jurisdiction and whether it complies with local law. For relevant resources published by Practical Law UK, see:

These resources should be reviewed carefully before being used in a New Zealand law context.

Execution of deeds, agreements and documents | Practical Law