Coronavirus: Signing Commercial Contracts FAQs

The government's advice to help curb the spread of the Coronavirus is that people should avoid non-essential travel, and work from home where possible. This raises a number of issues for signing deeds, contracts and other important documents, including how to deal with witnessing of deeds, and how to use electronic signature, which we consider in these FAQs.

Contracts may be made informally and, in many cases, no writing or other form is necessary in order for the contract to be legally binding. However, parties normally choose to record their agreement in a written and signed contract, to provide both certainty as to what has been agreed, and evidence that the parties have agreed to it. As there is no legal requirement that contracts be in writing or signed, it is up to the parties to agree an approach to signature (including exchange of emails or electronic signature) that is acceptable to them. There are some situations where a written contract is required by statute or to meet a registration requirement. Key examples are:

  • a contract for the sale of land, an equitable charge or a mortgage of a legal estate of land
  • guarantees
  • assignments of certain intellectual property rights including copyright
  • share transfers

In such cases, electronic signatures can be used as an alternative to handwritten ones (see below). Some transactions must be carried out by deed; for example land transfers, leases of more than three years, and powers of attorney. Even where it is not required, parties may want a document to be executed as a deed for other reasons. In either case, certain requirements as regards form, execution and delivery must be complied with. The execution formalities will differ according to who is signing it. Where a deed is signed by an individual, it will need to be signed in the presence of a witness. Where a deed is signed on behalf of a company it is typically signed either by two directors (who must sign the same document) or one director in the presence of a witness (again both the director and the witness must both sign the same document).Note that the formalities will still need to be complied with where the document is being executed by electronic signature, so for example the witness will need to see the person signing a deed actually applying the electronic signature. Where a signature must be witnessed, the witness must actually see the signatory signing the document and be physically present. It will not be sufficient that the witness saw the signatory signing over a video link, for example via Facetime. This is potentially an issue where a person is social distancing or self-isolating, and the availability of potential witnesses is limited. A party to a deed cannot also be a witness to another party's signature.  Otherwise, the question of who should witness signature of a document is usually a practical question of who would make a credible and reliable witness if the validity of the document is contested in court. There is no prohibition against a spouse, civil partner, family member, friend or a co-habitee of a party or a minor from acting as a witness. Although best practice has been to avoid this, some relaxation may be necessary in the current circumstances. A deed is binding from the date it is “delivered”, ie when a party expresses their intention to be bound, which is not always when it is actually signed. It is quite common for a party to send an executed deed to an agent (eg their solicitor) to deliver on their behalf, allowing the document to be signed in advance of an intended transaction completion date. In this case, the signing party must make it clear when they send it back to their agent when they intend delivery to take place, or, alternatively make it clear that a deed has not been delivered merely because it has been signed. Under EU legislation, an electronic signature is effectively defined as data “which is used by the signatory to sign”. Electronic signature can therefore take a wide variety of forms, for example:

  • Typing the signatory's name into an electronic document such as an email
  • A scanned manuscript signature
  • A biodynamic version of a manual signature e.g. using a special pen to sign on a screen or digital pad
  • Clicking “I accept” on a website page
  • Signatures generated by e-signing platforms, such as DocuSign

Electronic signatures are valid under English law and admissible in evidence. This was the view taken in a report by the Law Commission in 2019, and in March 2020 the government confirmed that it agrees with the Law Commission's view. Although electronic signatures are valid as a matter of law, there may still be issues over whether the signature was validly applied and witnessed. It is important that the system used to sign electronically provides a reasonable level of assurance that the document was authenticated by the person purporting to sign it. There are a number of commercially available electronic signature systems for example DocuSign and Adobe Sign. The advantage of these systems is the additional level of identity verification used, including the option to  use two factor authentication, where the signatory needs to insert a code that has been sent to a mobile number, reducing the risk of someone with delegate inbox access signing in someone else's name. Care does need to be taken to ensure that you properly understand the functionality of these systems, particularly around witnessing deeds that can be more complex to set up (for instance whether witnesses will receive copies of the final signed document).There is also software which can be installed to produce a handwritten signature on a document, eg Adobe. This is not the same thing as an electronic signature system such as DocuSign or Adobe Sign, but is potentially useful.  However, you will need to bear in mind the authentication issues mentioned above and the risk of fraud. The insertion of a JPEG of someone's wet ink signature into a Word document provides little assurance that the signature is valid. However, also bear in mind that wet ink signatures are not in themselves entirely free of these concerns. There will also be circumstances where electronic signatures cannot or should not be used.

  • Where the document is governed by the law of a non-English jurisdiction where electronic signatures are not recognised as having legal effect.
  • When the appropriate formalities cannot be complied with eg witnessing a deed when the signatory is self isolating.
  • Where the constitution of a legal entity does not allow it.
  • Where a wet ink signature is required. This has been the case for some documents which need to be filed with a registry or some other authority, for example transfers, leases, charges or other deeds that have to be registered at the Land Registry. However, bear in mind that authorities may be changing their practice in the current climate. For example, HMRC has traditionally required an original signed stock transfer form for stamping, but currently are only accepting the forms in electronic format.

From a practical point of view, consider the following points when you are looking at signing documents during the Coronavirus outbreak:

  • Prepare for signature by communicating with agents, solicitors and signatories early on, to agree a method of signature that is acceptable to everyone concerned. Check who has access to laptops, printers, scanners, or the ability to capture images via a mobile phone.
  • If a deed needs to be signed on behalf of a company, does the company have at least two directors, or is one director going to sign in the presence of a witness?
  • Is witnessing likely to be an issue?
  • Where there is no urgency (and while the postal system is still functioning), consider arranging for original deeds/documents to be posted between parties for signature.
  • Is there any reason an electronic signature may not be appropriate?
  • Do you have access to web-based e-signing platforms such as DocuSign and Adobe Sign?
  • If you are going to be using an e-signing platform, who will be co-ordinating the signatures?
  • Consider virtual signing of documents. Email the final execution copy to signatories. Ask signatories to return this by email with a scan of their wet-ink signature. It is easier to send the signature page as a separate document if there are multiple signatories.
  • Do you need to include information to state when the document will take effect?

If you would like to talk through the consequences for your business, please email us and one of our team will get in touch.


The content of this page is a summary of the law in force at the date of publication and is not exhaustive, nor does it contain definitive advice. Specialist legal advice should be sought in relation to any queries that may arise.