7th November 2023
7th November 2023
This guide will explain the different methods of signing a legal document in England and Wales. The process of formally signing a document under the correct legal process is commonly referred to as executing a document.
If a person is not sure how to sign or execute a document, it is always best to obtain specialist legal advice.
Where two parties or more parties wish to create a written agreement, this is usually executed by each party signing and dating the document*.
There are certain exceptions to this. In some cases, a contract must be executed as a deed. Please refer to the relevant section below (relating to deeds) to learn more about this.
When the parties are signing a document using a simple dated signature, they may all sign the same copy of the document or they may choose to sign the document in counterpart. Signing in counterpart means that each party signs a separate identical copy of the full document and each party then exchanges the signed copies. The parties might choose to provide their signature manually (on a printed paper copy of the contract) or in an electronic format**. The way in which a party will provide a signature on a document will depend on the nature of that party. More about this is explained below.
An electronic signature can be used to execute most simple contracts. It is possible that certain documents may require 'wet ink', meaning that a physical signature could be necessary. For example, this may apply if the contract is going to be forwarded to a separate body for some form of registration process and the registration body will only accept wet signatures. The Law Society website provides information about electronic signatures. The Law Commission website also provides information about electronic signatures. An electronic signature will typically take the format of a written version of the signatory's name on the electronic document.
If a natural person is signing a document in their own name, as an individual party (i.e. not on behalf of a corporate body) then they must simply provide their dated signature in the relevant signature section, which is usually at the end of the contract.
If a company is party to a contract there are various options available in terms of the execution of the contract by or on behalf of the company. A company has its own legal personality and therefore may enter into a simple contract itself by a specific execution clause showing:
A contract can also be entered into on behalf of a company by the signature of a person acting under the company's authority. This will usually be a director. The authority will have been created via the company's articles of association.
The articles of association for a company may specify how the seal can be used, who will have the authority to use the seal and whether the affixing of the seal must be witnessed.
Witnesses must always be physically present to attest the signature, even if the signatory is signing the document electronically.
If a Limited Liability Partnership (LLP) is party to a contract there are various options available in terms of the execution of the contract by or on behalf of the LLP. An LLP has its own legal personality and therefore may enter into a contract itself by use of a specific execution clause showing:
A contract can also be entered into on behalf of an LLP by the signature of a member acting under the LLP's authority as its agent. The member must have express or implied authority from the LLP to act as its agent in order to sign a contract on its behalf.
The LLP agreement may stipulate details confirming how the LLP seal must be used.
An LLP must have at least 2 members. It is possible for a member to be a natural member (a person) or a corporate member (a company).
A limited partnership does not have its own legal personality. A limited partnership cannot enter into a contract in its own name. A contract with a limited partnership is a contract with each of the partners of the limited partnership.
A general partner* of the limited partnership will usually be provided with authority to sign a contract on behalf of the partnership, in order to bind the other partners. The general partner will be provided with this authority via the limited partnership agreement. Where there is more than one general partner, the partnership agreement should be checked to see whether there is a requirement for a minimum number of general partners to sign simple contractual agreements.
A specific execution clause must be contained in the contract, which will confirm that the general partner is acting for and on behalf of the limited partnership. The general partner will therefore sign and date a simple contract in order to create a binding agreement. If a general partner is a company or LLP, they must execute the deed in accordance with the requirements of that corporate body as described above.
A limited partnership will comprise of at least one general partner and at least one limited partner. A partner can either be a natural person or a corporate entity (a company/LLP).
A general partnership does not have its own legal personality. A general partnership cannot enter into a contract in its own name. A contract with a general partnership is a contract with each of the partners of the limited partnership.
The partnership agreement will often confer the authority for a single partner to sign a contract on behalf of the partnership in order to bind the partners. Sometimes, a partnership agreement may specify that a specific number of partners must sign a contract in order to bind the partnership. The agreement should be carefully checked to confirm the requirements.
A specific execution clause must be contained in the contract, confirming that the partner is acting for and on behalf of the partnership. The relevant partner (or partners) will sign and date the agreement. If a partner is a company or LLP, they must execute the deed in accordance with the requirements of that body as described above.
A deed is a written document which is created and executed in a particular way. A deed includes specific information in the body of the document to make clear that it has been created as a deed.
Certain contracts and other legal documents must be executed by a deed, including:
Where two parties to an existing contract would like to vary or terminate the contract it will often be necessary to execute this via deed. We have a separate guide which explains more about this.
The way in which a party must sign and execute a deed will depend upon the nature of that party (see each of the below sections). It will often involve at least one witness who attests a signature*. It is possible to electronically sign a deed. However, if there is a requirement for a witness to attest the signature, the witness must be physically present. Land Registry also provides some specific information about the types of electronic signatures it will accept.
If a witness is required, the witness cannot be a party to the deed. It is best practice to use a witness who is over 18 and who is not the party's spouse, cohabitee or partner. When the witness attests the signing of the deed, they will provide their own signature on the document.
If a natural person is signing a deed in their own name, as an individual party (i.e. not for or on behalf of a corporate body) then they must either:
A company can execute a deed by a specific execution clause:
An LLP may execute a deed by a specific execution clause:
If there is one general partner, the general partner may execute a deed on behalf of the limited partnership.
Where there is more than one general partner, the default position is that the deed should be executed by each of the general partners. The limited partnership agreement can however provide authority for only one general partner to execute the deed. There may also be a power of attorney that grants one or more general partners the authority to enter into deeds on behalf of the limited partnership.
The relevant general partner (or general partners) should execute the deed in the presence of a witness who attests their signature. If a general partner is a company or LLP, they must execute the deed in accordance with the requirements of that body, using the methods described in the relevant section above.
A single partner cannot execute a deed on behalf of the partnership. This means that a deed should be executed by each of the partners. It is however possible for a single partner of a general partnership to execute a deed on behalf of the partnership if they are given this authority by a power of attorney.
In order to execute a deed, each partner (or one partner acting under a power of attorney) must sign the deed in the presence of a witness who attests their signature. If a partner is a company or LLP, they must execute the deed in accordance with the requirements of that body, using the methods described in the relevant section above.
The government has produced a comprehensive guide that sets out the execution formalities for deeds in relation to other types of entities including:
There are separate execution rules which apply to wills. A will must be in writing and signed by the testator or the testator may direct somebody else to sign the will in his or her presence. The testator must intend for his signature to give effect to the will.
The testator must sign the will in the presence of two or more witnesses who are present at the same time and attest or acknowledge the testator's signature. The usual practice is for each witness to attest and sign the will during this process.
The witness should not be a beneficiary to the will, the testator's spouse or civil partner. A witness should not be blind or partially sighted. It is best practice not to allow a minor (a person under 18) to act as a witness.
A will cannot be electronically signed. It is possible for the witnessing process to take place via video conferencing where specific procedures are followed.
There are other formalities which may be required for the signing or verification of a document. This might include:
Certification is the process of confirming that a copy of a document is accurate and a true copy of the original. A certified copy of a document might be required:
Certification will be undertaken by a professional person or person well-respected in the community (of good standing). More information about this process is available on the government website.
A statutory declaration involves an individual making a legal declaration confirming that something is true. A statutory declaration might be necessary in a number of situations including:
The format of a statutory declaration may vary if certain legal provisions require this. In order to make a statutory declaration, the person will sign a specific paragraph in the document that contains the correct wording for the statutory declaration.
It will often be necessary to have a statutory declaration witnessed by someone authorised to administer oaths. This might include a solicitor, notary or magistrate. It is important to check the relevant requirements in accordance with the nature of the document.
A notary is a special type of qualified lawyer who has been appointed by the Arch Bishop of Canterbury. A notary can authenticate and certify documents. It is possible to find a notary via the Notaries Society website. It is common for countries from abroad to request that a document must be nortarised. For example, this might include:
Some documents need to be signed in the presence of the notary and some documents do not. The appointed notary will be able to explain more about this.
The law and/or rules in some countries may state that a document must be legalised. Legalisation provides an official authentication that the signature on a UK document is genuine. This process is not required for documents which are to be used within the UK. An application must be made to the Legalisation Office in the event that a document must be legalised for use outside of the UK.