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The rules governing the execution of documents differ from country to country. We’ve set out below some of the New Zealand-specific requirements for assistance on cross-border deals.
Execution of Deeds
- NZ Companies: New Zealand-law deeds are typically signed by two directors unless:
- the company only has one director, or
- the company’s constitution authorises one director or other person to sign.
- Sole signatory: when a deed is executed by a sole person (whether that’s a director, attorney or another authorised person) that person’s signature must be witnessed. The witness must not be party to the deed and, if they’re signing in New Zealand, must add the name of the city/town where they reside and their occupation or other relevant role.
- Overseas companies: overseas companies can execute New Zealand deeds as outlined above, or in any manner authorised by the law of the place where they are incorporated.
- Split signatures: it may not be feasible to have two directors sign on the same page. Some law firms request that a second signatory sign on a scan of the page signed by the other director, so it pays to confirm this prior to execution.
Electronic signing
- Documents containing powers of attorney
- New Zealand security documents containing powers of attorney need to be signed in wet ink. Otherwise, the power of attorney will be of limited effect (more like an agency provision).
- The Regulatory Systems (Economic Development) Amendment Bill, now before Parliament and expected to come into force before the end of this year, will extend electronic signing to deeds that create powers of attorney in connection with security interests. Despite a flurry of submissions, Parliament has thus far declined to expand the scope of the Bill to other documentation with powers of attorney.
- Email confirmations
- Some New Zealand law firms (like us) will give an opinion on electronic execution using DocuSign or similar on receipt of the signed documents and the autogenerated certificate of completion. Others require email confirmations from the signatories. If the electronic signing isn’t through a suitably reliable method like DocuSign, we need email confirmations too.
- Email confirmations should attach the signed document, go direct to the opining law firm and ideally be sent from an email with a signature that links the person to the company.
Execution by attorneys
- Certificates of Non-Revocation: New Zealand attorneys need to provide a certificate of non-revocation in the form specified by the Property Law Act to be attached to the document signed by the attorney. It’s a statutory form, so they do this rather than mentioning the non-revocation in the signature block.
