If you have ever signed a formal legal document, you may have noticed the word "deed" printed somewhere near the top. Most people gloss right over it. But whether a document is a deed or a simple agreement actually matters quite a lot, and for a long time the rules around deeds were frustratingly rigid. Traditionally, deeds had to be signed on paper, in person, in front of a witness. That meant printing, travelling, scheduling, and coordinating. For busy founders and business owners juggling competing priorities, or those operating across state and national borders, that process was a genuine friction point. The good news is that the law has caught up, and the practical implications for Australian businesses are significant.
What Is a Deed, and Why Does It Matter?
A deed is a formal legal document that represents a binding commitment or promise. Unlike a standard contract, a deed does not require consideration (that is, something of value exchanged between parties) to be enforceable. This makes deeds particularly useful in certain commercial and financing contexts, such as loan security documents, guarantees, and transfers of property or intellectual property rights.
Because of their solemnity and legal weight, deeds have historically attracted stricter execution requirements than ordinary contracts. They needed to be in writing, signed by the relevant parties, and witnessed in person. For most of Australia's legal history, there was simply no way around that.
For everyday business documents like a Master Services Agreement or a Contractor Agreement, electronic signing has been accepted practice for years. But deeds sat in a different category, and that created headaches for anyone who needed to execute one remotely.
How COVID-19 Forced a Legal Rethink
When the pandemic hit in 2020, in-person meetings became impossible almost overnight. Courts, governments, and businesses were all forced to confront the question: what happens to legal processes that depend on physical presence?
In response, most Australian state and territory governments introduced temporary measures allowing documents, including deeds, to be signed electronically and witnessed via video link. These measures were designed as a stopgap to keep commerce moving during lockdowns. In most jurisdictions, they were intended to expire once the emergency passed. But one state took things a step further.
Victoria Made the Changes Permanent
Victoria stands out as the jurisdiction that chose to make these reforms stick. Through the Justice Legislation Amendment (System Enhancements and Other Matters) Act 2021, the Victorian government amended the Electronic Transactions (Victoria) Act 2000 to permanently allow electronic execution and remote witnessing of deeds.
Two key provisions were inserted into that Act:
- Section 12 (Witnessing by audio visual link): The requirement for a witness to be physically present can now be satisfied by that witness being present via audio visual link, such as a video call.
- Section 12A (Deeds): A deed may be created in electronic form, and may be signed, sealed, and delivered by electronic communication.
Critically, the Act was also amended to treat deeds as "transactions" within its scope, meaning the electronic transactions framework now applies to them in full.
This is a meaningful shift. It brings deeds into line with how most modern business is actually conducted, and removes the need for parties to be in the same room, or even the same country, to execute a legally binding deed.
What This Means in Practice for Business Owners
For founders, directors, and operators running Australian businesses, this change opens up a more practical and flexible approach to executing formal legal documents. Here is what it looks like in practice:
- Electronic signing platforms: Tools like DocuSign, HelloSign (now Dropbox Sign), and Adobe Sign can be used to execute deeds in Victoria without the need for wet ink signatures. Parties can sign from anywhere in the world.
- Video witnessing: A qualified witness can observe the signing via a live video call. It is a good idea to record the session and keep that recording on file as a record of the execution process.
- Cross-border transactions: If one party is overseas, execution of a Victorian deed no longer requires them to fly in or arrange for physical signing in their home country before couriering documents back.
- Faster turnaround: Without the need to print, courier, and coordinate in-person meetings, deed execution can move at the same pace as the rest of a modern commercial transaction.
It is worth noting that if your deed is governed by the laws of a different Australian state or territory, you should check whether equivalent reforms have been made in that jurisdiction, as the position varies. If there is any doubt, getting a lawyer to confirm the execution requirements for your specific document and jurisdiction is always prudent.
A Practical Reminder: Deeds vs Agreements
Not every business document needs to be a deed. Many of the documents founders use day to day, including service agreements, contractor engagements, and confidentiality arrangements, are standard contracts that do not require the formalities associated with deeds. These can generally be signed electronically without any special process, regardless of where the parties are located.
Understanding which document type you are dealing with is the first step. If your document says "deed" on it, or if you are unsure, it is worth pausing to check the execution requirements before you or the other party simply clicks "sign" in an email. Getting execution wrong can affect whether the document is enforceable.
When you are setting up your business relationships, using well-drafted templates that are appropriate for the type of arrangement you are entering into helps avoid this confusion from the outset. A simple contractor engagement, for example, does not need to be a deed, and using a plain agreement for that purpose keeps things straightforward for everyone involved.
Get Your Documents in Order
The shift toward electronic execution of deeds is a genuine win for Australian businesses. It reflects a broader recognition that commercial life does not stop at state borders, and that the law needs to keep pace with how people actually work. Whether you are executing a loan document, a guarantee, or any other formal deed, the technical barriers to doing so remotely have come down considerably, at least in Victoria, with other jurisdictions likely to follow over time.
If you are ready to get your business documents sorted, Mode.law has a library of lawyer-drafted templates built for Australian founders and business owners. Head to /documents to browse agreements, contractor documents, confidentiality arrangements, and more, all designed to be clear, practical, and ready to use.