This insight provides practical guidance on the legal requirements for executing a Deed under English law. It is intended to assist organisations - whether acting as individuals or companies - in understanding how a Deed must be signed, witnessed and delivered to be legally binding.  

The guidance answers common questions, such as whether:  

• A company seal is required for execution; 
• a Deed must be signed by directors only; and  
• initialling attachments affects the validity of a Deed. 

By summarising the statutory requirements and best practices, this insight aims to help organisations avoid common pitfalls and ensure that Deeds are executed correctly and effectively. 

Requirements of a Deed  

• Must be in writing  
• Clearly state that it is intended to be a Deed (e.g. ‘executed as a Deed’)  
• Be validly executed by the signing party  
• Be delivered (i.e. the signatory must intend to be bound by it)  

You can view the full government guidance here: Practice Guide 8 – Execution of Deeds (GOV.UK)  

Execution of Deeds by companies registered under the Companies Act 

The formalities under the Companies Act 2006 must be observed when a company enters into a written contract or Deed governed by the laws of England and Wales. Under section 44 of the Companies Act 2006, a company may execute a Deed in one of the following ways: 

• By affixing its common seal (section 44(1)(a)). 

Where this form of execution is adopted, the common seal will normally be affixed to the Deed in the presence of the company secretary and one director, or two directors, who attest the sealing by countersigning the Deed and describing themselves by their respective offices of ‘secretary’ and ‘director’ or ‘director’ and ‘director’. 

Most companies, however, have articles of association that authorise the affixing of the company seal to a Deed in the presence of people other than a director and the secretary. 

• By the signature on behalf of the company of either: 

Two authorised signatories (section 44(2)(a)); or a director of the company in the presence of a witness who attests the director's signature (section 44(2)(b)). 

The above form of execution can be used for Deeds executed on or after 6 April 2008 by virtue of section 44(2)(a) and (3) of the Companies Act 2006 where a company either has no seal or, having one, chooses not to use it. 

Execution of Deeds by individuals  

Signature  

To be validly executed as a Deed, each individual party to the Deed must sign the document. Making one’s mark on a document is treated as signing it (section 1(4) of the Law of Property (Miscellaneous Provisions) Act 1989). The signature must be on the document itself in the space provided, and the words of execution must name the signatory or otherwise make clear who has signed the document. For information on electronic signatures accepted by HM Land Registry, see practice guide 82: electronic signatures accepted by HM Land Registry. 

Initialling attachments (such as schedules, annexes, or exhibits) is a common practice used to confirm that the signatory has reviewed and agreed to the contents of those documents. However, it’s important to understand that initialling does not constitute execution of the Deed itself. The legal validity of a Deed depends on proper execution - i.e., signing the main Deed document in accordance with statutory requirements (e.g. by two authorised signatories or one director with a witness). 

Attestation by a witness  

Each individual must sign “in the presence of a witness who attests the signature” (section 1(3) of the Law of Property (Miscellaneous Provisions) Act 1989).  

The same witness may observe each individual signature, but each signature must be separately attested, unless it is absolutely clear by express wording on the face of the attestation that the witness is witnessing both or all signatures in the presence of the named signatories. 

A party to the Deed cannot witness the signature of another party to the Deed (Seal v Claridge (1881) 7 QBD 516 at 519). 

Delivery  

The document must be “delivered as a Deed” by each person executing it or a person authorised to deliver it on their behalf (section 1(3)(b) of the Law of Property (Miscellaneous Provisions) Act 1989). Delivery requires that the person expressly or impliedly acknowledges, by words or conduct, an intention to be bound by its provisions. 

This insight does not cover soft electronic execution. Please see our separate insight on the approach to this method of execution of a Deed. 

How Capsticks can help 

Our construction lawyers provide expert legal advice and end to end tailored support for clients who are involved in delivering construction projects across both public and private sectors. If you have any questions related to this insight and how Capsticks can help, please contact Catherine Kay. 

This insight is co-authored by Anisa Mohammed, Paralegal in our Corporate & Commercial team.