Electronic signatures for commercial agreements

An electronic signature can be legally effective in England and Wales where the necessary intention and formalities are present. Different documents have different requirements. The signing platform is part of the process, not a substitute for checking the document, signatory and execution method. ^[1]

For a deed requiring a witness, the Law Commission's analysis requires physical presence for witnessing even when the signatures are electronic. Do not assume a video call satisfies that requirement. Company execution and any transaction-specific formalities need their own review. ^[1][2]

Confirm that the method suits the document

Identify whether the document is a simple agreement, deed or another instrument with special requirements. Check the governing law and any transaction-specific rules before selecting the platform. A process appropriate for an ordinary commercial contract should not automatically be used for every property, estate or regulated document. The Law Commission's electronic-execution work has a defined scope and should be read accordingly. ^[1]

Ask what evidence of intention and authentication the chosen method provides. A typed name, click or platform signature can have legal significance depending on the circumstances, but the company should use a process proportionate to the transaction. The aim is a reliable agreement record, not merely a visually convincing signature image.

Verify identity, capacity and authority

Confirm the signatory's name, role and contact details through an appropriate route. Distinguish a person signing for a company from the same person signing a personal guarantee. Make each capacity clear in the document and invitation. A platform completion message does not establish that the signatory had authority for every commitment in the bundle.

Check board approval, delegated limits and any external consent. For company execution, assess the applicable Companies Act route and required signatories. ^[2] Do not assume that because a director can access the signing link, the company's approval and formalities are satisfied. Keep the relevant authority with the completed transaction record.

Arrange witnessing before invitations are sent

Where a deed requires a witness, plan the correct process and witness availability. The Law Commission's stated position requires physical presence for witnessing the relevant deed signature, including where electronic signatures are used. ^[1] A video call should not be assumed to satisfy that requirement. Obtain advice where the circumstances or document raise uncertainty.

Ensure the witness understands what they are attesting and completes the required information. Avoid pre-filled or copied witness signatures. If participants are in different countries, consider the relevant execution and local-law questions before the deadline. Time pressure is a reason to organise the process earlier, not to improvise a formality that may be ineffective.

Control the document bundle

Freeze the final agreement and schedules before circulation. Identify the approved version and check that all attachments are present. If the text changes after someone signs, obtain advice on the appropriate re-circulation or completion process. Do not insert a materially different schedule into a signed bundle and treat the original audit trail as approval of it.

Define whether signatures are held pending completion and who may release the documents. Signature, delivery and effective date can be distinct. Record the agreed timing so the parties do not disagree about when obligations began. A platform's completed status may reflect the signing workflow rather than every legal completion condition.

Preserve evidence outside a temporary account

Download the executed document, audit trail and relevant completion communications into the company's controlled records. Check that the files remain readable and connected to the transaction after a provider subscription ends. A link in an employee's email may become inaccessible when that person leaves or the platform retention period expires.

Restrict access appropriately, especially where personal details appear in the evidence. Do not publish signing records simply to demonstrate that a contract exists. Give the operational team the obligations and final contract they need, while keeping sensitive authentication material within the appropriate record set.

For the broader authority question, read Company authority to sign documents. Commercial contract review can help review the proposed signing process against the document, parties and company approvals, with specialist execution advice where particular formalities or jurisdictions are involved.

Check the recipient before sending the signing link

Use a verified contact and the intended signing capacity. A forwarded link can reach a different person from the one the company expected to sign. Decide what authentication and evidence are proportionate to the transaction, and review unexpected changes before completion. The platform should support the agreed identity and authority process rather than become the only reason to believe the right person accepted the document.

Illustrative scenario

Two parties agree a final contract by electronic signature, but an administrator uploads an earlier schedule. The signature audit trail proves activity around that file, not agreement to the missing final schedule. A controlled completion check should confirm the exact document bundle before invitations are sent.

Preparation checklist

• Confirm the final document and all attached schedules.
• Check signatory identity, authority and formalities.
• Use the appropriate witnessing process where required.
• Save the signed file, completion evidence and audit trail.