Virtual execution of documents

The following Commercial practice note provides comprehensive and up to date legal information covering:

  • Virtual execution of documents
  • Mercury Tax Case
  • Initial considerations
  • Option 1—email of document and signed signature page(s)
  • When this option is appropriate
  • Process of execution
  • Option 2—e-mail of signed signature page(s)
  • When this option is appropriate
  • Process of execution
  • Option 3—signature in advance of finalising the document
  • More...

Virtual execution of documents

Coronavirus (COVID-19): This Practice Note contains guidance on subjects potentially impacted by procedural changes in response to the coronavirus (COVID-19) outbreak. For updates on key developments and related practical guidance on the implications for lawyers, see: Coronavirus (COVID-19) toolkit. For links to resources when considering remote execution of documents when parties are not able to meet in person because of social distancing and self-isolation as a result of coronavirus, see also: Coronavirus (COVID-19)—remote execution of documents resources—checklist.

This Practice Note provides practical guidance on how to execute documents properly when one or more parties to a contract are not physically present. This is sometimes known as virtual signing or virtual closing.

Mercury Tax Case

The guidance is consistent with the Law Society's guidance, made on 16 February 2010 in response to the decision in the Mercury Tax case.

The Mercury Tax case considered the effectiveness of pre-signed signature pages. In that case, participants in a tax avoidance scheme signed signature pages in draft deeds which were then detached and attached to final, substantially different versions of those documents. HMRC’s challenge to the validity of those deeds was upheld by Underhill J who held that the parties must be taken to have regarded signature as an essential element in the effectiveness of the documents. The common understanding was that the document to be signed exists

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