“Signed in counterparts” explained
Many contracts say they "may be executed in counterparts". It means each party can sign its own copy, and together those copies form one agreement — practical when people sign at different times and in different places. Here's what the clause does, how it works with PDFs and email, and how to avoid the classic mistakes.
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Before you sign your counterpart
- Everyone signs the same text: the version number on your copy matches the final version everyone agreed.
- The page count and every figure match too.
- Your copy contains no changes the others haven't agreed to.
- Your signed page goes out together with the complete final agreement, in the same email.
- If you find a difference after signing, raise it at once and re-sign a corrected version.
Updated 27 October 2026 · Written by Joe Farwick, who runs this site
What the clause says
A typical clause reads: "This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument." Often a second sentence adds that signatures delivered electronically, for example as a PDF by email, are as effective as originals.
Each part does a job. "Any number of counterparts" allows separate copies. "Each deemed an original" means any single signed copy can be produced as the original. "One and the same instrument" makes clear there is one contract, not several. The delivery sentence stops anyone arguing later that an emailed PDF didn't count.
Legal dictionaries describe a counterpart simply as a copy or duplicate of a legal instrument: where the parties sign different copies, the signed papers together make up the contract.
Counterparts versus countersigning
The words sound alike but describe opposite routes. Countersigning means the second party signs the same document the first party already signed, so one file ends up carrying every signature. Signing in counterparts means each party signs a separate copy, so no single file carries them all until someone combines them.
Both produce a binding agreement. Countersigning is simpler for two parties; counterparts shine when there are several signers, or when waiting for the file to travel from one person to the next would hold things up.
How to sign in counterparts by PDF, step by step
1. Fix the final text. Everyone signs the same version, so give it a version number or date in the footer and make sure nobody is still editing.
2. Each party signs its own copy. Open the final PDF, sign your block (or only the signature page if that's what was agreed) and date it.
3. Send it with the full document. Email your signed page together with the complete final agreement in the same message, so there's no doubt which text your signature belongs to.
4. Assemble the set. One person — often the party that drafted the contract, or its lawyer — collects every signed page and combines them with the text into a single "compiled executed" PDF.
5. Circulate and store. The compiled PDF goes to all parties; each keeps it together with the individual signed copies received.
Signature page only, or the whole document?
Sending back just the signed signature page is common and quick, but it detaches your signature from the text. The Law Society of England and Wales, reacting to the Mercury case, set out three options for signing by email: return the entire final document with the signed signature page, return the signature page only, or pre-sign signature pages in advance. It recommends only the first for deeds and real-estate contracts; the other two are for simple contracts and guarantees.
Even where the law doesn't require it, the first option is the safest habit: one email, the final full text, your signed page. It costs nothing and removes any argument about what you signed.
“In two counterparts”, “in duplicate” and missing clauses
"Signed in two counterparts" or "executed in duplicate" usually means two identical copies were signed, typically one for each party to keep. With PDFs the distinction matters less, because each party can keep an identical copy of the complete set.
No counterparts clause? For many simple contracts, separately signed identical copies can still work, but the clause removes doubt. Without it, the single-document route — one party signs, the other countersigns the same file — is the cleaner choice, or agree by email that signing in counterparts is fine.
Open the contract the other party signed, place your countersignature and the date in your own block, and download the fully executed copy for every party.
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Counterparts questions
Is a contract signed in counterparts valid?+
Yes, where the contract or the parties allow it — that's what the clause is for. The signed copies together are the agreement.
Which copy is the original?+
Each signed counterpart is treated as an original. In practice, the compiled PDF with every signature page is the copy everyone refers to.
Can counterparts be signed electronically?+
Usually. Many clauses say so expressly, and laws such as the US ESIGN Act and the EU eIDAS Regulation stop a signature being refused solely because it's electronic. Some documents, such as deeds, carry extra formalities.
Do I sign every page?+
Usually just the signature page, unless the contract asks for initials on each page.
Is this legal advice?+
No. For important contracts, follow your lawyer's signing instructions — they may have a set closing procedure.
What does signing my counterpart here cost?+
Signing and previewing your counterpart is free. Downloading the signed copy to send to the others needs a plan: €2.99 per month or €24.99 per year, cancellable at any time and active until the paid period ends.