What is an execution block?

The block is a claim about authority

Everything above the signature line describes how this party is executing, and that description is what the counterparty relies on. Signed for and on behalf of a named company by a director tells the reader which entity is bound and by whom. Corporate law then supplies assumptions in the other side's favour, so a document executed in the stated way can generally be relied upon without investigating internal approvals. Get the wording wrong and those assumptions may not apply, which turns a routine transaction into a question about actual authority nobody wanted to research.

Australian practice and the statutory route

The Corporations Act sets out how a company may execute without a common seal: two directors, a director and a company secretary, or the sole director of a proprietary company. Amendments confirmed that this can be done electronically and that the officers may sign separate copies of the document. Executing in that way engages the statutory assumptions about due execution, which is the practical reason firms insist on the exact form of words rather than accepting a bare signature line. A block that names the section is common, and a block that names the officers and their roles is essential.

United Kingdom practice

Companies execute by two authorised signatories, being two directors or a director and the company secretary, or by one director whose signature is witnessed. Individuals executing a deed need a witness who attests. Delivery is a separate concept from signing for a deed, which is why undated deeds circulate with instructions about when they take effect, and why the execution block sometimes includes a delivery statement. The Law Commission confirmed that electronic execution of deeds is possible in principle, leaving witnessing as the practical constraint rather than the signature itself.

Why deeds attract the extra formality

A deed binds without consideration, which is why gifts, guarantees, releases and powers of attorney are commonly executed as deeds. In exchange for dispensing with consideration the law asks for more ceremony: prescribed wording, witnessing, and in some jurisdictions delivery. Deeds also attract a longer limitation period in many places, which is occasionally the whole reason a party asks for one. None of that changes what the parties agreed; it changes what has to be true about the way they recorded it.

Where execution blocks go wrong

Two officers signing but the block naming only one role, so the statutory route is unclear. A sole director signing a company block that assumes two signatories. A block for a trustee that names the trust rather than the trustee, which is the party that can actually sign. An agreement block used on a document the parties intended as a deed, so the extra formality was never met. Each is a drafting error rather than a signing error, and each is much cheaper to catch before the document is circulated than afterwards.

Laying one out for electronic signing

Keep the prescribed wording as text in the document and place the fields beneath it, so the formal statement is part of the file rather than an artefact of the signing tool. Where two officers sign, add two recipients and two sets of fields, each with a printed name and a title line, so the roles appear on the executed copy. The date line is best stamped from the signing time rather than typed. Where a witness is required, give them their own fields directly beneath the signer they attest, since no witness role exists and they are added as an ordinary signer. Review the blocks once more before the document is circulated, because this is the last cheap moment to fix them. Check that the entity names match the parties named at the front of the document, that every person who must sign has a place to do it, and that the route stated is one the signatories can actually satisfy on the day. Five minutes there saves a re-execution later.

Questions people ask