Alex is Sprintlaw's co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
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If you run a small business, it’s only a matter of time before you hit this situation: a contract needs signing, an approval needs to go out, or a supplier needs something “in writing” - but the person who normally signs is in a meeting, away sick, or travelling.
That’s where a p.p. signature comes in.
You’ve probably seen “p.p.” next to a signature on a letter or contract. It’s common in business admin, but it can also create legal risk if it’s used carelessly. Signing on behalf of someone can create binding obligations, and if your internal processes aren’t clear, disputes can pop up quickly - especially when the other party later asks, “Who actually agreed to this?”
In this guide, we’ll break down what a p.p. signature means in New Zealand, when it’s appropriate, how to do it properly, and how to set your business up with practical safeguards.
Note: This article is general information only and isn’t legal advice. If you’re dealing with a high-value or high-risk document, it’s worth getting tailored advice for your situation.
What Is A P.P. Signature (And What Does “Per Procurationem” Mean)?
A p.p. signature is used when someone signs a document on behalf of another person, with authority to do so.
The letters “p.p.” come from the Latin phrase per procurationem, which essentially means “through the agency of” or “on behalf of”. In plain terms: the signer is acting as an agent for the person named.
In business, you’ll often see it where:
- a manager authorises an assistant to sign routine correspondence;
- a director authorises a staff member to sign a supplier form;
- someone signs for a senior person who is unavailable, but has approved the content.
Important: “p.p.” isn’t a magic word that automatically makes the signing valid. It’s more like a signal to the other party that the signature is not the personal signature of the named person - it’s a signature made under authority.
So the real legal question is: did the signer actually have authority to sign on behalf of the other person (and on behalf of the business)?
When Should A Business Use A P.P. Signature?
For small businesses, a p.p. signature can be a practical tool - but it should be used thoughtfully.
You’ll usually consider using a p.p. signature where:
- The document is operational or routine (e.g. confirming delivery dates, acknowledging a quote, approving a standard purchase order).
- The authorised person is unavailable, but they’ve given approval to proceed.
- Your business has a clear internal delegation of who is allowed to sign what.
Where businesses often get into trouble is using p.p. signatures for documents that carry bigger legal consequences, such as:
- signing a long-term service contract with automatic renewals;
- agreeing to personal guarantees;
- signing finance documents or security arrangements;
- entering into a lease or variation;
- agreeing to settlement terms after a dispute.
If you’re unsure whether a document is “routine” or “high risk”, it’s usually a sign you should slow down and get advice. This is especially true if the document is intended to operate as a deed, or includes significant liability clauses (like indemnities or limitation of liability terms).
As a general rule: the higher the stakes, the more important it is to have the right person sign - or to make sure authority is clearly documented.
Does A P.P. Signature Make A Contract Legally Binding In New Zealand?
A contract can still be legally binding even if it is signed using a p.p. signature - but only if the signer had authority to sign on behalf of the person (and usually the business) they’re signing for.
In NZ, contract law generally focuses on whether there was:
- an offer and acceptance;
- intention to create legal relations (especially in business contexts, this is usually assumed);
- consideration (something of value exchanged), unless it’s a deed;
- certainty in the key terms.
Signing is often used as evidence that a person (or company) agreed - but agreement can sometimes be shown in other ways too (like emails, conduct, or purchase orders). That’s why managing who can sign and what they can sign is such a big risk-management issue for business owners.
If you want a deeper grounding in how signatures fit into enforceability, it helps to understand what makes a signed document legally binding and what makes a contract legally binding.
The Key Issue: Authority
When someone signs “p.p.”, the other party will typically assume:
- the named person (or the business) authorised the signature; and
- the signer is not acting personally, but as an agent.
If authority exists, the contract will generally bind the principal (for example, your company).
If authority doesn’t exist, things can get messy fast - and the dispute often becomes about:
- whether the business is still bound (for example, because it “held out” the signer as authorised);
- whether the signer is personally liable for acting without authority; and
- what representations were made to the other party.
Even if your business ultimately argues it isn’t bound, the cost and disruption of the dispute can be significant - and it can damage the commercial relationship.
How To Sign P.P. Properly (With Examples You Can Copy)
If you’re going to use a p.p. signature in your business, the goal is simple: make it clear who signed, who they signed for, and in what capacity.
Here are common formats you can use.
Example 1: Signing A Letter Or Email Attachment
Format:
Example:
Example 2: Signing A Contract Signature Block
If the contract has a signature block for the “Authorised Signatory”, you want to avoid confusion about whether you’re signing personally.
Format:
Some businesses also add a line such as “under authority” or “as authorised agent”, but don’t overcomplicate it - clarity is more important than formality.
Example 3: Signing For A Director (Company Context)
For companies, authority to sign often sits with directors, or someone they’ve properly delegated to. If you’re signing something material, you’ll want to be extra cautious and confirm the company’s signing rules and any internal approvals required.
Depending on the type of document (and, sometimes, whether it’s intended to operate as a deed), the company’s constitution and internal resolutions can affect who should sign and how. If your business has a Company Constitution, it may set out specific signing requirements.
Practical Tip: Keep A Record Of The Authority
A p.p. signature is strongest when you can point to evidence of authority, such as:
- an email from the authorised person approving the document and instructing you to sign;
- a written delegation policy (even a short internal memo);
- a board resolution or written director resolution authorising the sign-off for that type of document.
This is particularly helpful if the contract is later challenged, or if the authorised person leaves the business and there’s confusion about what was approved.
What Are The Legal Risks If Someone Signs P.P. Without Proper Authority?
The reason business owners should care about p.p. signatures isn’t the letters themselves - it’s what can happen if authority is unclear.
Here are the main risks we see in practice.
1) Your Business Could Be Bound Anyway
Even if you didn’t intend to authorise the signature, your business might still end up bound if the other party can show they reasonably believed the person had authority (for example, because of their role, past dealings, or how your business presented them).
This is one reason it’s important to align job titles, internal permissions, and what you let staff do in external negotiations.
2) You Could Face A Dispute About What Was Agreed
A common small business scenario looks like this:
- A staff member signs “p.p.” on a supplier agreement.
- Months later, you realise there’s a minimum spend requirement, a long lock-in period, or automatic renewals.
- You try to exit the relationship, and the supplier points to the signed document.
Even if you have arguments about authority, you’re now dealing with a contract dispute you didn’t budget time or money for.
3) The Signer Might Be Exposed Personally
If someone signs without authority, there’s a risk they could face personal consequences - especially if they represented they had authority when they didn’t. From a business owner perspective, this is also a people-management and governance issue. You want your team to feel confident about what they can sign, and protected by clear rules.
4) Extra Risks For Deeds, Guarantees, And High-Value Contracts
Some documents require special care because of their legal effect, including:
- Deeds (often used for variations, settlements, or certain high-value arrangements);
- Personal guarantees (where a director might take on personal liability);
- Security interests or finance documentation;
- Leases and assignments.
If you’re dealing with documents like these, it’s often worth getting a lawyer to review the signing mechanics (including authority and execution), not just the commercial terms.
How Can You Set Up Your Business So P.P. Signatures Don’t Become A Headache?
If you want to use p.p. signatures safely, it helps to treat signing authority as part of your “legal foundations” - not a last-minute admin detail.
Here are practical steps many small businesses take.
Put A Simple Delegations Policy In Place
You don’t need a 40-page manual. Even a one-page document can help, covering things like:
- who can sign contracts (and up to what value);
- which documents must be signed by a director;
- when “p.p.” signatures are allowed (and when they’re not);
- how authority should be recorded (email approval, internal sign-off form, etc.).
This is particularly helpful once you start hiring, or when your business grows beyond “everyone sits in the same room”. If you’re onboarding staff, it’s also a good moment to tighten up your Workplace Policy framework so expectations are consistent.
Match Signing Authority To Your Business Structure
Authority and signing rules can look different depending on whether you operate as:
- a sole trader (where you usually sign personally);
- a partnership (where authority can depend on the partnership agreement and partner roles);
- a company (where directors, constitutions, and formal delegations often matter more).
If you’re a company with multiple owners, it’s worth ensuring your internal governance documents clearly deal with decision-making and authority. Many businesses do this through a Shareholders Agreement, which can set expectations around approvals and control as you grow.
Use Clear Contracting Processes (Especially With Suppliers And Customers)
Signing problems often happen when contracting is ad hoc - someone receives a PDF, signs it quickly, and files it away.
A more reliable process might include:
- a standard internal contract checklist (risk flags like auto-renewal, minimum spend, liability limits);
- centralised contract storage (so you can find what was signed later);
- approval requirements for specific categories (e.g. anything over $10k, anything longer than 12 months, anything with exclusivity terms).
If you regularly engage suppliers or service providers, having a consistent approach to your own agreements can also reduce reliance on “whatever the other party sends you”. For example, you might use a tailored Service Agreement (or terms) so your business isn’t constantly signing on someone else’s paperwork.
Remember Privacy And Employment Documents Can Also Be “Signed”
While p.p. signatures are most common for contracts, small businesses also use them for internal HR documents, acknowledgements, and privacy-related forms.
If your business collects customer information online or through forms, it’s worth ensuring your documentation and internal sign-off processes align with the Privacy Act 2020. For many businesses, that starts with a fit-for-purpose Privacy Policy.
And if you’re dealing with employment-related documents (like variations to role, pay, or hours), be careful about who signs for the business. Having a solid Employment Contract process can help avoid confusion about authority from day one.
Key Takeaways
- A p.p. signature (per procurationem) is used when someone signs a document on behalf of someone else, under authority.
- A p.p. signature can still create a legally binding agreement in New Zealand - the key issue is whether the signer had actual or apparent authority.
- You should use p.p. signatures carefully, especially for high-risk or high-value documents like leases, deeds, guarantees, finance documents, and long-term contracts.
- To sign properly, make it clear who you are signing for and keep a record of the authority (such as an email approval or written delegation).
- To avoid disputes, put a simple internal signing policy in place and make sure your business governance documents support clear decision-making and approvals.
If you’d like help setting up signing authority processes, reviewing a contract before it’s signed, or making sure your business is legally protected from day one, you can reach out to Sprintlaw for a free, no-obligations chat.
