Signing Counterparts and Multiple Originals Before a Notary

Yes, a notary can witness your signature on a counterpart or on several identical originals. The notary certifies only the signatures made in front of them, so each party signing elsewhere needs their own witness. Each notarised original usually carries its own notarial certificate, and each one going overseas may need its own apostille or authentication.

Key takeaways

• A counterpart is one of several identical copies, each signed by some of the parties; together they form one agreement.
• Multiple originals are identical copies each signed by every party, so each is a complete original on its own.
• A notary certifies only the signatures made before them, not signatures already on the page or made elsewhere.
• Each notarised original usually gets its own notarial certificate, and DFAT legalises the original document you supply, so plan one apostille per original going overseas.
• Whether counterparts are valid for your agreement depends on the governing law and the receiving authority; ask a solicitor and the authority before anyone signs.
• Tell the notary in advance how many originals you need and who is signing, so the certificates can be prepared correctly.

What are counterparts and multiple originals?

People use the two terms loosely, but they describe different things, and the difference matters when a notary is involved.

Counterparts are identical copies of an agreement where each party signs a separate copy. A buyer in Melbourne signs one copy, a seller in Singapore signs another, and a clause in the agreement, usually called a counterparts clause, says that all the signed copies together make up one agreement. No single page carries every signature. This is common for commercial contracts, share sale agreements and deeds between parties in different cities or countries.

Multiple originals are identical copies that every party signs, often at the same meeting. If the contract says it is "executed in triplicate", there are three complete originals, each signed by all parties. One goes to each party, or one goes to a foreign registry while the others stay at home. Each is a full original on its own.

A notary can be involved with either. What changes is what the notary can certify, how many certificates are needed, and what happens at DFAT afterwards.

What does the notary certify on a counterpart?

An Australian notary witnesses signatures made in their presence, after checking the signer's identity and that the signer understands the document and is signing freely. On a counterpart, that means the notary's certificate covers the signature of the person who signed in front of them, and nothing more.

The notary does not certify that the other counterparts exist, that they are identical, or that the other parties signed them. The notary also never certifies that the contents of the agreement are true or that it is legally effective. If the Singapore party signs their counterpart before a notary there, that notary's certificate covers the Singapore signature. The receiving authority then looks at the two notarised counterparts together.

This is why a counterpart signed elsewhere and posted to you cannot simply be "added" to your notarial appointment. A notary in Australia cannot vouch for a signature they did not see. Our guide to bringing a document that is already signed explains what usually happens in that situation.

How many notarial certificates will there be?

Usually one for each original the notary deals with. If you sign three originals of a contract for use in Germany, the notary normally prepares a certificate for each of the three, because each original has to stand on its own when it reaches the other side. A certificate attached to one original says nothing about the other two.

Many notaries attach the certificate to the document so that it cannot be separated without leaving a mark, for example by binding the pages with ribbon and a seal. Do not unbind a notarised original to photocopy or rearrange it; a receiving authority can treat a document that has been taken apart as tampered with. If you need copies for your records, ask for them at the appointment.

The notary also records each act in their notarial register. Our guide to the notarial register explains what is kept and why.

Situation	Who signs before the notary	What the notary's certificate covers	Legalisation
Counterpart signed by you in Australia	You, on your counterpart	Your signature on that counterpart	Your counterpart only, if the authority asks
Counterpart signed by the other party overseas	No one here	Nothing; their local witness certifies it	In the country where it was signed
Three originals signed by all parties together	Every party, on every original	Each signature on each original	Each original going overseas
Multiple originals signed by you alone	You, on each original	Your signature on each original	Each original going overseas
A copy of the signed original	No one; the original is sighted	That the copy matches the original	The notarised copy, if asked

Does each original need its own apostille?

Generally, yes, if each one is going to an authority that wants an apostille or authentication. DFAT's page on documents it can legalise says it applies the apostille or authentication certificate to the original document you supply, and that for a notarised document it verifies the notary's signature and seal. An apostille on one original does not travel to the others.

So before you sign, work out how many originals actually need to be legalised. A common pattern is three originals, where only one goes to the foreign registry and the other two stay with the parties in Australia. In that case only the registry's original may need an apostille. Ask the receiving authority, not DFAT or the notary, what it needs: DFAT says plainly that it cannot tell you what an overseas authority wants.

If the destination country is not a member of the Hague Apostille Convention, the chain is longer: DFAT authentication, then legalisation at that country's embassy or consulate, for each original. Membership changes, so check the HCCH status table on the day. Our guide to DFAT authentication explains the two routes.

Will the receiving authority accept counterparts?

Not always, and this is the question to settle first. Many common-law jurisdictions are comfortable with agreements signed in counterparts, provided the agreement says so. Some foreign registries, land offices and notaries in civil-law countries prefer, or insist on, a single document carrying every signature, sometimes with each signature notarised on that same document. A registry that expects one original may reject a bundle of separately signed pages.

Whether a particular agreement is valid when signed in counterparts is a legal question that depends on the law that governs it and the type of document. Deeds, property transfers and documents for a foreign land registry are the usual problem areas. A solicitor should confirm the method before anyone signs, and the receiving authority should confirm what it will register. A notary can tell you what they can certify, but not whether the agreement will be enforceable.

What if one party is overseas?

If the parties cannot meet, you have three broad options. You can sign in counterparts, each before a notary or other authorised witness in the place where they are, if counterparts are acceptable. You can sign one original in turn, posting or couriering it between the parties, which is slower but leaves one document with every signature. Or the overseas party can grant a power of attorney to someone in Australia who signs for them, which is itself a document that usually needs notarising and legalising where it is signed.

For a counterpart signed overseas, the witnessing and any legalisation normally happen in that country, under its rules. An Australian notary cannot notarise a signature made abroad. Our guide for when a signatory cannot attend covers the alternatives in more detail, and our post versus courier guide covers sending originals safely.

What if a company is signing?

Companies often sign counterparts, with directors in different places each signing a separate copy. A notary witnessing a director's signature for overseas use may also need to confirm the director's authority to sign for the company, for example from a board resolution or a company extract, and will note what they relied on. That takes preparation. Tell the notary in advance which directors are signing, where, and on how many originals. Our guide to company versus individual notarisation explains what a notary checks for a company signatory.

How do you sign counterparts or multiple originals before a notary?

1. Confirm the method. Ask the receiving authority, and a solicitor if the agreement is legal in nature, whether counterparts are acceptable and how many originals it needs.
2. Check the documents match. Every counterpart or original should be identical, with the same pages, page numbers and annexures.
3. Tell the notary in advance. Say how many originals you are signing, who is signing, and where each one is going.
4. Bring every original unsigned. Sign each one in the notary's presence, with your identity documents.
5. Keep each original intact. Do not unbind or rearrange a notarised original once the certificate is attached.
6. Legalise only what needs it. Lodge with DFAT only the originals the receiving authority wants apostilled or authenticated.
7. Collect the counterparts together. Keep a record of which counterpart went where, and who holds each original.

Common mistakes to avoid

The most common mistake is signing counterparts before checking that the foreign registry accepts them, then having to sign again on a single original. The second is bringing a counterpart that has already been signed; the notary cannot certify a signature they did not see. The third is assuming one apostille covers every original. The fourth is small differences between originals, such as an annexure attached to one copy but not another, or pages printed from different drafts. A foreign authority comparing counterparts may treat any difference as a reason to refuse. Finally, people sometimes unbind a notarised original to scan it. Scan it as it is, or ask the notary for a copy.

Here is an illustration, not a real case.

Anika, in Brisbane, is selling her share of a family company in the Netherlands to her brother, who lives in Rotterdam. Their lawyer confirms the agreement can be signed in counterparts, but the Dutch side wants two originals of each counterpart. Anika signs two originals of her counterpart before a notary in Brisbane, who prepares a certificate for each. She checks the HCCH table, sees the Netherlands is a member on the day, and has both originals apostilled by DFAT. Her brother signs his counterpart before a Dutch notary.

In short

A notary can witness your signature on a counterpart or on several identical originals, but only the signatures made in front of them. Each notarised original usually carries its own certificate, and each one going overseas usually needs its own apostille or authentication. Settle first, with the receiving authority and a solicitor, whether counterparts are acceptable and how many originals are needed. Our document notarisation page covers what a notary can do for you, and our guide to notarising contracts covers the wider process.

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