How to sign documents during the Covid-19 pandemic
17 APR 2020
As we enter into the new reality of working from home and conducting business remotely as a result of Covid-19, many businesses will no longer be able to sign documents in person and will instead have to do so electronically. In this article, we examine how to sign and execute documents electronically by avoiding potential practical and technical issues.
Possible signing methods
In line with Government social distancing advice, it is clear that no physical signing meetings should take place. There are, however, several alternative avenues to take during the times of Covid-19:
Scanned signature pages | So-called Mercury-compliant signings can be arranged by printing the document pages, physically signing them and then scanning and sending the pages by email. Although official Law Commission guidance refers to using a scanner to capture PDF images of the signed document, signatories should also be able to use cameras or scanner software on mobile phones to capture the signed document. Possible restriction: the lack of an industrial-sized fast printer with scanning functionality (or any printer at all) when having to sign very long documents. |
Electronic signatures | A simple electronic signature can be used by simply typing, inserting an image of or writing the signature with a stylus into the document, which can then be emailed to other signatories. E-signature platforms such as DocuSign provide a similar alternative by allowing parties to digitally sign a single document through digital encryption technology. The security and GDPR compliance of any chosen platform should be considered. |
Powers of attorney | Persons granted powers of attorney can sign documents on a party’s behalf. Though this may be unhelpful, as powers of attorney documents themselves must be executed as deeds in order to become valid. |
Posting documents | Documents can still be physically signed and sent to other signatories or recipients by post, subject to postal services and couriers continuing to operate in case of any changes to UK’s lockdown measures. |
Contracts and deeds
Except for some documents to which additional requirements may apply (see Further possible restrictions below), the vast majority of ordinary commercial contracts can be validly executed by electronic signatures under English law. This includes contracts that are legally required to be ‘in writing’ or ‘signed’, such as those dealing with trust interests.
In terms of deeds, Law Commission guidance also confirms that both (i) the person signing the deed (i.e., executing it) and (ii) the witness attesting to him doing so can equally use electronic signatures to do so in the deed. However, the witness must still witness the signing
Witnessing the signing of a document remotely
Deeds and many other documents must be signed “
Even in the current Covid-19 lockdown, the witness must be physically present when the signatory signs the document. Parties may, therefore, need to look for pragmatic and practical approaches to arranging for execution, having the following considerations in mind:
- Parties should be properly advised on whether a deed, rather than a simple contract, is strictly necessary.
- If your witness is from outside your household, he or she should stand two meters away from the signing party. Since witnesses can attest to signatures electronically, they need not use the same device or physical document, thereby remaining at a safe distance.
- Since witnesses must be independent, they should ideally not be a relative or family member for evidential reasons. However, it is legally acceptable to have an adult family or household member act as a witness, as long as they are not a party to the document. Given the current situation, this would be a workable solution.
- If you are using an e-signing platform, it is important to check its witnessing functionality and plan the most practical ways to arrange the process in advance.
Further possible restrictions
As seen above, although many documents can indeed be signed electronically, there are circumstances in which “wet ink” signatures may still be required. The most common ones include:
- Cross-border elements: the document is not governed by English law, may need to be enforced outside the UK or one of the parties is based in another jurisdiction. Although a physically signed document is likely to be treated as valid overseas, signatories should seek local law advice on any additional formality requirements (e.g., notarisation).
- Registration or regulatory body requirements: the document needs to be filed or registered with a governmental body or registry (e.g., the Land Registry).
- English law formalities: depending on the type of document, additional formality requirements may apply under statute, regulations or common law.
- Authority restrictions: the signatory must have legal authority to apply that party’s signature to the document. Where the party is a company, it is advised to check (i) for relevant restrictions in its constitutional documents and (ii) that the authorised signatory applies their signature
Overall, English law is fairly pragmatic and makes it easy to validly execute ordinary commercial contracts by using electronic signatures. However, whether a contract or other document has been properly signed can have a great impact on its validity and enforceability. We therefore recommend that, if you think your document may be subject to the above mentioned additional restrictions or have cross-border elements, get in touch by emailing us on info@barnes-law.co.uk.
Yulia Barnes
Managing Partner
Yulia Barnes is our Managing Partner. She is an experienced solicitor and advises on a wide range of contentious and non-contentious matters for both private and corporate clients.
Experience Yulia started her legal career at a large international Magic Circle firm. She then became a partner at a regional law firm and headed a Dispute Resolution Department. She then moved in-house before starting her own Boutique practice, Barnes Law, with the aim of providing exclusive services to high net-worth individuals and privately-owned businesses. More details can be found on her LinkedIn profile.Expertise Yulia and her team are widely recognised for their professional and practical approach to matters. She is committed to ensuring that her clients’ objectives are achieved in the most cost-effective way possible.
Approach Yulia has a wealth of experience working with businesses of all sizes: from large multinational corporations to start-ups. She has particular expertise in a hospitality industry, investment funds, private and corporate clients, and focuses on startups and technology-driven companies. Yulia brings the same level of attention to detail, professionalism and a personal touch to every case and client, and truly immerses herself in her clients’ businesses. She prides herself on her problem-solving, commercially astute approach and her track record of partnering with clients to help them achieve their strategic objectives.
Will Moran
Solicitor
Will joined Barnes Law as an Associate Solicitor in Spring 2023, shortly after qualifying in September 2022.
Will works mostly on real estate and corporate/commercial matters. Will enjoys providing advice on transactional matters.
Away from the office, Will can be found reading or playing golf. While he played rugby until university, and rowed throughout his degree, he now tends to watch both from the sidelines. During the winter he can also be found skiing.
Will plans to continue developing his legal skills and experience at Barnes Law, under the expertise and guidance provided by Yulia.
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Outside of his practice, Mark also advises members of the Institute of Directors as part of its Directors’ Advisory Service.
Recent transactions- Prosecuting a UK trademark application on behalf of an education provider and representing them in related UK IPO opposition and revocation proceedings;
- Advising a publisher and a delivery business on data protection matters, B2B and B2C Ts & Cs of sale, website and app Ts & Cs, all aspects of global brand protection;
- Advising footwear brands, alternative asset managers and hedge funds on their global brand protection, including overcoming various refusals, representing them in opposition proceedings and settlement negotiations;
- Representing a central bank in opposition proceedings before the UK IPO;
- Advising a lifestyle brand concerning trademark clearance and protection, negotiations for a website/app development and maintenance agreement.
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She advises on all three pillars of separation: divorce, children matters and financial settlements. Ioulia is a member of Resolution and is keen to try to settle matters at early stages.
Ioulia is dedicated to assisting clients and navigating them through their legal matters with clarity and support.
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Paralegal
Alex joined Barnes Law in September 2023 after finishing his master’s degree in law. Prior to joining Barnes Law, Alex worked in property litigation at Ashfords. Alex assists Yulia on a variety of both contentious and non-contentious matters.
Outside of the office, Alex enjoys reading and hiking. Prior to working in law, Alex was a competitive tennis player.
Alex continues to develop his skills in legal practice under Yulia’s guidance, he plans to sit the Solicitor’s Qualifying Exams (SQE) in 2024.
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Paralegal
Mehves joined Barnes Law in August 2023, right after graduating from Queen Mary, University of London (LLB Senior Status). As part of her qualification journey, Mehves is currently pursuing her Legal Practice Course (‘LPC’) at the University of Law. She also holds a degree in European Union Law from Maastricht University, Netherlands.
Mehves works closely with Yulia on a variety of contentions matters and also writes Barnes Law’s legal blogs, manages social media accounts and is responsible for marketing.
Outside of work and studies, she enjoys running, tennis and yoga.
Mehves is looking forward to developing her legal skills at Barnes Law.
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Investor Relationship Manager
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Julia’s particular area of expertise are IT start-ups at different stages. Julia supports business through their fund-raising journey. As an Investor Relations Manager, Julia communicates with investors to facilitate a smooth round and legal part of each transaction.
In her free time Julia enjoys sailing, ballroom dancing, art exhibitions and travel.