Insight
Deed of Variation
18 September 2026
In short
A deed of variation changes specific terms of an existing contract, deed or trust deed without replacing it. Use a deed — rather than a plain agreement — where the original was a deed, or where nothing of value passes between the parties in exchange for the change, because a deed binds without consideration.
When a variation needs to be by deed
- The original is a deed. Trust deeds, deeds of guarantee, loan and security deeds, deeds of company arrangement — vary in the same form.
- No fresh consideration. If one party gains something and gives nothing in return — an extension of time, a release from an obligation, a reduced fee — a simple agreement may be unenforceable. A deed avoids the argument.
- The document requires it. Many commercial agreements say variations are only effective if in writing and executed as a deed by all parties.
- The stakes justify formality. Long-term supply, finance and lease arrangements where an informal email trail would be hard to rely on later.
What a deed of variation should contain
- Identification of the original document — title, date, and full legal names and ACNs of every party, including any earlier variations.
- Recitals briefly explaining why the parties are varying it.
- The variations themselves, clause by clause, using "delete", "replace with" and "insert" language and quoting the new wording in full rather than describing it.
- The effective date, and whether the change operates prospectively or from an earlier date.
- Confirmation that the balance of the original document continues unchanged, and that existing security or guarantees remain on foot.
- Consents of anyone whose position is affected — guarantors, financiers, landlords, other shareholders.
- Proper execution by all original parties, in the manner the original document and the Corporations Act 2001 (Cth) require.
Where variations go wrong
Partial parties. If the original had three parties, all three sign — a variation between two of them does not bind the third. Guarantors are the most commonly forgotten, and a variation that increases the principal obligation without the guarantor's consent can discharge the guarantee entirely.
Vague drafting. "The fee is increased" invites argument about which fee, from when, and whether indexation still applies. Quote the replacement clause.
Exceeding the power to amend. Trust deeds and constitutions limit what can be changed and by whom. Varying outside that power can be void, and in a trust context may amount to a resettlement with tax consequences.
Too many layers. After three or four variations nobody knows what the document says. At that point, execute an amended and restated document.
Common commercial situations
- Extending a term, deferring payment or restructuring a payment schedule.
- Changing rent, term or permitted use under a commercial lease, subject to duty and registration requirements.
- Adjusting scope, rates or deliverables in a services or supply agreement.
- Changing distribution mechanics, reserved matters or exit provisions in a shareholders agreement.
- Adding or removing a party's obligations following a corporate restructure.
When to involve a lawyer
- Security, guarantees or a financier's position is affected.
- A trust deed, constitution or unitholders deed is being varied.
- The variation touches price, term or liability in a significant contract.
- There is already a dispute and the variation is part of settling it.
- The document has been varied several times and needs restating.
Frequently asked questions
What is a deed of variation?
A short standalone document that changes specific terms of an existing contract, deed or trust deed while leaving the rest of it on foot. It identifies the original document, states exactly which clauses are amended, and records the date the changes take effect.
Do I need a deed, or will a variation agreement do?
If the original document is a deed, vary it by deed. If the original is a contract, a written variation agreement is usually sufficient — but a deed is preferable where no fresh consideration passes between the parties, because a deed is binding without consideration.
What is the difference between a deed of variation and an addendum?
Function over form: an addendum usually adds something, a variation changes or removes existing terms. Both must identify the original agreement precisely and be signed by all parties to it. See our addendum guide for the drafting mechanics.
Can we just amend the original document and re-sign it?
You can execute an amended and restated version, and for heavily changed documents that is cleaner. For one or two changes a variation is faster and preserves the audit trail of what changed and when — which matters if a dispute later turns on the position at a particular date.
Are there tax or stamp duty consequences?
Sometimes. Varying a trust deed, changing beneficial interests, or altering a lease's term or rent can have duty, CGT or land tax consequences, and a variation outside the power of amendment in a trust deed can even trigger a resettlement. Confirm the position with your accountant before signing.
Two ways to start
Get a fixed fee before any work starts.
Answer a few short questions, attach your documents if you have them, and a senior lawyer replies with the scope and the price.
Know what you need? Request a fixed-fee quote and upload your documents. Not sure of scope? Book a short call with a senior lawyer instead.
Need a variation drafted?
Send us the original document and we'll prepare the variation for a fee agreed upfront.
Know what you need? Request a fixed-fee quote and upload your documents. Not sure of scope? Book a short call with a senior lawyer instead.