Signing Business Sale Contracts Electronically in Queensland
Most business sale contracts are now signed electronically. In Queensland that is usually straightforward, but three things are worth checking.
- The contract itself. The fourth edition of the REIQ Business Sale Contract provides that if anyone signs it with an electronic signature, the buyer and seller agree to enter into the contract in electronic form and consent to either or both of them signing electronically (clause 40.1). The buyer also consents to the seller using electronic communication for any notice or information required by law that was given before the buyer signed (clause 40.2). If you are using another form of contract, include a similar clause, and a clause allowing it to be signed in counterparts.
- The Electronic Transactions (Queensland) Act 2001. Where a Queensland law requires information to be given in writing, or a document to be signed, the Act allows that to be done electronically if, among other things, the person receiving it consents (sections 11 and 14). Consent can be inferred from a person’s conduct, but it is safer to have it in writing, and a contract clause like the REIQ’s records it.
- Companies. Since 23 February 2022, the Corporations Act 2001 (Cth) has permanently allowed a company to sign documents, including deeds, electronically under section 127, and its signatories can sign separate copies. Check that the signing block names the right signatories, and that each of them actually signs.
A short email exchange confirming that both parties are happy to deal electronically, before the contract is sent, is still good practice, particularly where the other party has no lawyer.
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Joe Kafrouni, Accredited Specialist in Business Law, Kafrouni Law
Disclaimer: This article is general information only and is not legal advice. Before acting on it, get advice on your own circumstances. To the extent the law allows, Kafrouni Law accepts no liability for any loss arising from reliance on it. This article is the copyright of Kafrouni Law.
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