When clients approach us for document notarisation, they often need assistance with a specific type of legal document called a ‘deed’. But what constitutes a deed, and what are the legal requirements for signing and witnessing such documents under UK law?

As we’ve already covered in our article, “Who can witness a signature?”, a suitable witness helps establish whether you signed the document voluntarily and intentionally. Regarding deeds, in particular, knowing who is qualified to witness a deed signature is vital for maintaining its validity.

In this article, we’ll explore the above questions and more. Understanding the proper witnessing requirements for various deed types, including property transactions and powers of attorney, is essential for ensuring these important legal documents are valid and enforceable in the UK (or elsewhere).

What Is a Deed?

There are many definitions of a deed. However, the most common understanding is that a deed is a formal written document stating that the person making the deed agrees to be bound by its terms. Unlike a simple agreement, deeds must meet specific formal requirements to be considered valid.

In the UK, there are various types of deeds, including:

  • Powers of attorney
  • Transfers, mortgages and certain leases of land
  • Charges of property
  • Wills

Note that this list isn’t exhaustive, and numerous other documents require execution as a deed. If you’re uncertain, seek professional guidance to determine whether your document needs to be prepared and executed as a deed for UK legal validity.

What Are the Differences Between a Deed and Any Other Form of Documentation or Contract?

A deed typically represents a one-sided commitment from one individual to another person (or people) to either perform or refrain from certain actions. Conversely, standard contracts involve agreements between two or more parties.

Given that deeds generally involve promises made without compensation in return, they require additional safeguards, such as witnessing by an attesting witness.

Moreover, under UK law, beneficiaries of a deed have an extended timeframe (12 years) to initiate legal proceedings against the deed maker, compared to the standard six-year limitation period.

Who Can Witness a Signature on a Deed?

Understanding who can witness a signature on a deed is crucial for ensuring the document’s validity. 

Generally, a witness to a signature on a deed must be an adult (18 years and above) who doesn’t benefit under the terms of the deed. The witness should be independent − they shouldn’t be a party to the document or have a direct financial or personal interest in its contents.

A prime illustration of this principle can be observed in the context of wills: should a beneficiary serve as a witness to the will’s signing, they would consequently forfeit their right to receive any specific gifts or bequests outlined within that will.

So, when choosing a witness for your deed, ensure they meet all the legal criteria and understand their responsibilities. Exercise caution to avoid any potential conflict of interest in your witness selection.

Requirements for Witnessing a Deed in the UK

The fundamental role of a witness in deed execution is to verify that the document was genuinely signed by the person named. Beyond the aforementioned age and related party criteria, it’s imperative that the witness observes the deed’s signing by its maker in their physical presence.

In other words, UK law doesn’t recognise virtual or remote witnessing of deed signatures as valid.

There’s no specific requirement for the witness to be standing or sitting alongside the maker of the deed, but they must be able to physically see the signing of the deed (for instance, a witness could be at the other end of a room and legitimately witness the signing of a deed).

The witness must watch you sign the document in real-time, not after the fact. After observing the signing, the witness must sign it themselves to confirm they witnessed the execution.

The witness’s physical presence helps confirm the authenticity of the signature and protects against potential fraud or duress.

Must Deeds Be ‘Sealed’?

Historically, there was a need for the maker of a deed to add their seal to the deed. Contemporary UK law no longer mandates the inclusion of a seal mark on the document.

What Other Requirements Are Necessary for a Deed to Be Valid in the UK?

Aside from the witnessing requirement, it’s essential that the deed makes it clear on its face that it’s a deed. This is often simply done by writing the wording ‘signed and delivered as a deed’ within the text of the deed itself.

Another point to note is that all pages of the deed must be included when the maker signs the deed. In other words, it’s not possible for the maker of the deed to sign an execution page only and later incorporate that with the other pages of a deed. 

Once properly signed and witnessed, a deed becomes legally binding.

Does a Deed Need to Be Signed in a Specific Way?

UK law doesn’t prescribe a specific method for signing a deed. The maker of a deed can sign in any way they can or see fit, including the option to make a mark as their deed on the document (such as inscribing an ‘X’ within the deed).

What if the Maker of the Deed Can’t Sign It?

There are circumstances where the individual creating the deed may be physically unable to sign the document.

In such situations, UK legislation permits another person to execute the deed under the maker’s direction, provided this is done in the presence of two attesting witnesses.

Can a Family Member Witness a Deed Signature in the UK?

Many people wonder whether a family member can witness a deed signature in the UK. Legally, there’s no outright prohibition against it for most types of deeds, such as those involving property transactions or powers of attorney. However, it’s not recommended. To reduce the risk of legal challenges, the witness should ideally be an independent person with no personal interest in the deed.

For example, using a spouse, parent or child as a witness might raise concerns about undue influence or the validity of the document, especially if the deed is ever contested in court.

Using an independent third party remains best practice to ensure the document’s enforceability and reduce any perception of bias or coercion.

Is a Solicitor Required to Witness a Deed in the UK?

In most cases, the answer is no − UK law doesn’t require a solicitor to witness a deed for it to be valid.

That said, using a solicitor to witness a deed can offer additional reassurance, especially for high-value, complex or sensitive transactions. They can confirm the document has been properly executed and advise on its legal implications before signing.

In certain contexts − such as land registry applications or financial agreements − a solicitor may not be strictly required by law, but might be required by the receiving organisation. For example, HM Land Registry doesn’t require a solicitor to witness a transfer deed, but may require a solicitor to complete identity verification forms (ID1) for private individuals.

Is a Notary Required to Witness a Deed in the UK?

For a deed to be validly made under UK law, there’s no requirement for a notary to witness the signing of the deed.

As outlined previously, any capable adult aged 18 or above who holds no interest in the deed’s contents can serve as a valid witness to its signing.

It’s important to note, however, that when the deed is intended for use outside the United Kingdom, the receiving jurisdiction may require notarial witnessing. In such instances, you’ll need to engage a notary public authorised in England and Wales to witness the deed’s execution.

Witnessing a Deed for Property Transactions in the UK

Property transactions in the UK often involve executing deeds − for example, when transferring land, creating a mortgage or granting a long lease. When witnessing a deed for property purposes, it’s crucial to follow proper procedures to ensure the document is valid and can be registered with HM Land Registry.

Some key points to keep in mind:

  • Witnessing requirements must be followed strictly. Incorrect witnessing can lead to delays or rejection.
  • The witness must be physically present when the individual signs the deed.
  • The witness should sign and clearly print their full name. Including address and occupation is best practice though not legally required.
  • While a solicitor isn’t legally required as witness, many choose this option to ensure proper execution and ID verification.
  • For mortgage transactions, check if the lender has specific witnessing requirements.

Having a correctly witnessed deed helps ensure the transaction proceeds smoothly and reduces the risk of legal challenges or registration issues.

Specific Requirements when Companies or Other Entities Execute Deeds

Above, we’ve explained the requirements for when an individual creates a deed. However, in reality, it’s not only individuals who create deeds as companies and other corporations or legal entities have the legal capacity to create deeds too.

There are slightly varying requirements for companies and other legal entities to validly create deeds. 

This article specifically addresses requirements for UK-incorporated companies and UK limited liability partnerships under English and Welsh law or Northern Irish law, as outlined in the Companies Act 2006 and The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (noting that separate legislation governs deed execution for UK companies registered in Scotland).

UK Companies

For valid deed execution by a UK company, the document must be signed by a combination of the following designated ‘Authorised Signatories’:

  • Two directors of the UK company;
  • One director and one secretary of the UK company; or
  • One director of the UK company in the presence of a witness who attests their signature. (As stipulated under Section 44, sub-sections (2) and (3) of the Companies Act 2006).

In addition, the deed must be delivered by the company (this is presumed where the above signing requirements are satisfied – section 46 (2) of the Companies Act 2006).

UK Limited Liability Partnerships

A deed is validly executed by a UK Limited Liability Partnership for the purposes of the law of England and Wales where a combination of the following persons sign the deed:

  • Two members of the UK Limited Liability Partnership; or
  • One member of the UK Limited Liability Partnership in the presence of a witness who attests their signature. (As stipulated under Section 44 (2) of the Limited Liability Partnership (Application of Companies Act 2006) Regulations 2009).

In addition, the deed must be delivered by the UK Limited Liability Partnership (again, this is presumed where the above signing requirements are satisfied – Section 46 (2) of the Limited Liability Partnership (Application of Companies Act 2006) Regulations 2009).

It should be noted that the other requirements for a deed to be valid (e.g. for the document to make it clear on its face that it is a deed) still apply when companies or other legal entities create deeds as they apply to individuals.

Electronic Witnessing of Deeds: UK Legal Requirements

UK deed execution requires in-person signature witnessing. While COVID-19 temporarily allowed remote witnessing of wills via video link, this expired on 31 January 2024. For deeds, despite the Law Commission validating electronic signatures, witnesses must still be physically present during document execution.

The Role of a Notary in Witnessing Deeds

When notarial witnessing is required for a deed, the notary’s role extends beyond that of a simple witness.

A notary public in England and Wales undertakes comprehensive measures to authenticate the party executing the deed. This includes verifying the party’s identity, assessing they’re of sound mind to comprehend the deed’s contents and implications, and ensuring compliance with both UK legislation and any pertinent international laws.

Conclusion

Understanding proper witnessing requirements is an essential part of legal processes involving deeds in the UK. For complex transactions, seeking legal advice about proper deed execution is recommended.

If you have a deed which you intend to use overseas and require the assistance of a notary public, please call Notary.co.uk on 020 7630 1777 or email info@notary.co.uk . We’d be delighted to be of assistance.