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Virtual signings: Law Society guidance
Following the Mercury case, the Law Society produced a practice note on the execution of documents by virtual means. (See Virtual Signings: The Mercury Case)
In Mercury, the judge took the view that for a deed to be properly executed by an individual it must be in its final version. This approach could also apply to the execution of a deed by a company.
The Law Society advises that, as a minimum, for a deed to be properly executed in a virtual signing the following steps should be performed:
- ensure all parties’ lawyers have agreed to the proposed arrangements for the virtual signing / closing before execution. Ensure all parties have access to the necessary equipment, for example a PDF scanner;
- ensure the final execution copies of the documents are e-mailed as a PDF or Word attachment to all absent parties and / or their lawyers, as agreed. A separate PDF or Word document containing the relevant signature page may be attached for convenience;
- each absent signatory prints and signs the signature page only (there is no need to print off the full document);
- each absent party then returns a single e-mail to their lawyer or to the lawyers co-ordinating the signing / closing, as agreed, and attaches both the final version of the PDF or Word document and a PDF copy of the signed signature page. For a deed, it must either be made clear when delivery is to take place or that it has not been delivered merely because it has been signed and the steps set out above followed; and
- at or shortly after signing / closing, you may wish to evidence the execution of the final document. A final version of the document, together with copies of the executed signature pages may be circulated by one of the law firms.
The PDF or Word final version of the document and the PDF of the signed signature page will constitute an original signed document and equate to the “same physical document” referred to in Mercury.
You may create one of more additional originals by printing off the final execution copy of the document and attaching it to the PDF copy of the signed signature page.
We would advise agreeing that the “wet ink” signed documents are sent to one of the legal advisers so that certified copies can be prepared and circulated.