Business Continuity - signing documents when working remotely

12th March 2020 Corporate

With many businesses reviewing business continuity policies in light of COVID-19, we thought it might be helpful to set out to how e-signatures work so that this can be built in.

Contracts

The signing of simple contracts, under English law, using e-signatures should be fairly straightforward and if you need any advice then please do give us a call.

Deeds

Whilst contracts are fairly straightforward, the use of e-signatures in relation to deeds, under English law, are more problematic.

The Law Commission has recently stated that an e-signature is capable of executing a document (including a deed) if certain requirements are met. 

So what are the requirements?

If an individual signs a deed (either for themselves or on behalf of a company) – it must be done in the presence of a witness. That witness must be physically present in the room (i.e. not witnessing the signing remotely and care must be taken to do so in the right way.

Do not e-sign

Do not use e-signatures where ‘wet ink’ signatures are required. These may be documents that require notarisation, where stamp duty is payable or documents requiring registration with H.M Land Registry amongst others. Also, if it not under English law you will need to understand the position of that jurisdiction.

Board Minutes and Resolutions

Both board minutes and resolutions should not be problematic – but ask if you have any questions.

Notices

Notices should be fine to be e-signed, but do consider delivery as set out under the relevant contract/ deed.

Remember

  • some deeds will be able to be signed as contracts because consideration is easily identifiable, but contracts do have certain disadvantages – we are happy to chat these through with you;
  • consider where people live, if home working is introduced, and who has power to bind the business; and
  • a witness should be independent of the person signing the document.

Any questions – please do call Jonathan Askin or Richard Parkinson who will be happy to assist.

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Jonathan Askin is a Partner located in in our Corporate and CommercialSports Law departments

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