The Law Society and the City of London Law Society (CLLS) have published an updated version of their practice note on the electronic execution of documents. The changes made reflect developments since the practice note was first published in 2016, including the more widespread use of e-signing platforms and the publication in September 2019 of a report by the Law Commission on electronic execution of documents (see our blog post here for more detail about the Law Commission report).
The key amendments to the practice note include:
- Remote signings – The Law Society and CLLS published a practice note in 2009 on the execution of documents at virtual signings or closings (the Mercury Procedures) which says, in relation to deeds, that a signature and any attestation of that signature by a witness must form part of the same physical document containing the deed, the signed document should be a discrete physical entity and the parties should sign an actual existing authoritative version of the document.
These principles must still be observed when using an e-signing platform and the updated practice note points out that it can be more straightforward to satisfy the requirement for the signatures and witness attestation to form part of the same physical document where an e-signing platform is used and the entire final version of the document is uploaded.
- Witnessing – The practice note now specifies that a witness should be physically present when a signatory signs. It is not acceptable for a witness to watch the signatory sign through some form of video conferencing.
- Common seal – For a company formed under the Companies Acts, the safest approach is not to use an e-seal on electronic documents and not to substitute an e-seal for its corporate seal. In practice, very few companies now use a seal.
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