Table of Contents
In Short
- Certain contracts, like deeds, require an independent adult witness who has no personal interest in the deal to validate the signing process.
- Legally recognised for most documents under UK law, but deeds generally still require physical signatures and witnessing.
- While debated and potentially suitable for some agreements, it remains limited for deeds without specific legal allowances.
Tips for Businesses
Always choose an independent witness to sign deeds or agreements requiring witnessing. Avoid using minors, relatives, or anyone with a personal stake in the contract. For electronic signatures, ensure compliance with relevant laws and verify identity through reliable methods. Stay updated on evolving practices, such as remote witnessing, to streamline processes while meeting legal obligations.
When finalising agreements for your business, you might think that simply signing the contract yourself is enough. However, under the laws of England and Wales, you must have your signature witnessed for some documents, such as a deed, for the contract to be validly executed. You must understand these rules to ensure someone lawfully witnesses your signature. This article will explain the law concerning witnessing signatures.
Commercial Contracts Which Need a Witness
Not all commercial contracts need someone to witness your signature. For example, a ‘simple contract’ such as agreeing to purchase ten laptops through a standard purchase agreement does not need a person to witness your signature on the document.
However, certain documents, such as a deed, require a witness to your signature. In many situations, including when just one director signs on behalf of a company with multiple directors, it is a legal requirement that a person witness your signature.
Witnessing a Signature in Person
It is relatively straightforward for someone to witness you signing a contract. Your witness simply has to watch you sign the document. They then sign it themselves to confirm they saw you sign it. Importantly, they must view you signing the relevant document rather than signing a pre-signed piece of paper that you tell them you marked earlier.
These witnessing rules are in place primarily to avoid forgery and future disputes about whether you were the person who signed a document. If someone later challenges whether you actually signed, your witness might need to confirm in court that they saw you sign. Another reason is to prevent coercion against a party. This is because an individual is more likely to raise concerns about signing the document with someone else in the room.
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Who Can Witness Your Signature?
In some circumstances, there are requirements concerning who can witness your signature on documents. In other cases, there is generally accepted ‘best practice,’ which may include that your witness must be someone:
- not involved in making the deed (not the other party or their lawyer);
- who is at least 18 years old;
- with no personal interest in the deal contained within the deed (i.e. not a shareholder who would benefit from its signature); and
- who is not related to you.
There is some controversy about whether the last three bullet points are good practice. While the statutory requirements can be complex, common sense can help you. For example, your 15-year-old son or shareholder who stands to benefit from the deal would not be an appropriate witness. However, an adult working for the land registry with no interest in the deal would be a suitable witness.
Example
Consider for a moment which of the following three individuals a judge is likely to believe if there is a dispute over whether you signed a deed:
- your 15-year-old son;
- your 40-year-old shareholder who stands to benefit from a financial windfall should you be held to have signed the agreement; or
- a 40-year-old working for the land registry you know through a business contact but with no interest in the deal and unrelated to you.
It is reasonable to expect the judge to believe the independent land registry employee because they are a legal adult. Also, there is no conflict of interest or likely loyalty to you. The land registry employee has less reason to lie about your signature than a relative or shareholder.
Many business owners have a preferred witness, who they tend to use for most (if not all) of their commercial contracts and who they know meets the above-mentioned requirements. If none springs to mind, you can ask a lawyer to witness your signature independently for a small fee.
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The Rise of Electronic and Remote Witnessing
In recent years, electronic signatures and remote witnessing have gained prominence in the UK. This has accompanied technology reshaping how legal documents are executed. Under the Electronic Communications Act 2000 and subsequent guidance, electronic signatures are recognised as legally valid for most documents, provided there is clear intent to sign and reliable methods to verify the signatory’s identity. However, deeds and certain other agreements still require strict adherence to traditional witnessing practices, which typically involve physical presence.
The concept of remote witnessing, where a witness observes a signature via video call, emerged as a practical consideration during the COVID-19 pandemic. This approach was debated extensively, with the Law Commission acknowledging its potential to modernise legal processes. While no legislative changes currently permit remote witnessing for deeds, it may be permissible for certain agreements where explicit physical presence is not required, provided safeguards, such as video recordings of the signing process are implemented.
Key Takeaways
Some contracts, like deeds, require an independent person to witness your signature to make the agreement legally binding. Where you need a witness, you must be over 18 years of age and not stand to benefit from the business deal. Witnessing requirements are in place to limit future disputes over whether you actually signed the document.
Under UK law, electronic signatures, including electronic witnessing, are increasingly used and accepted for certain documents. However, deeds still typically require physical witnessing unless specifically addressed by relevant regulations.
Remote witnessing via video conferencing, though not widely permitted for legal documents, is an evolving legal practice that may be suitable in some cases. Staying updated on legal changes that could affect your document signing process is important.
If you need help understanding your contractual obligations, our experienced contract lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 0808 196 8584 or visit our membership page.
Frequently Asked Questions
There are requirements about who can witness your signature. One is that those under 18 years old cannot be a legal witness.
Electronic signatures are valid in the UK under the Electronic Communications Act 2000 for most documents. However, deeds still require physical signatures and traditional witnessing unless otherwise specified.
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