Dating documents english law Sticman cam web
Members’ written resolutions may be signed electronically but, to satisfy the authentication requirements of section 1146 of the Companies Act 2006, must be confirmed in a manner specified by the company.Where no such manner has been specified by the company, the communication must contain or be accompanied by a statement of the identity of the sender and the company must have no reason to doubt the truth of that statement.Where an undated document is executed electronically, it may be validly dated with the authority of the parties by inserting the date electronically or by printing it out and inserting the date by hand.
Where a document has been executed electronically, there is no need for an additional wet ink version to be created.
The practice note says that where an electronic signature is challenged the courts should adopt the same approach as they do where a “wet ink” signature is challenged.
In other words, the document bearing the electronic signature would be accepted as prima facie evidence that the document was authentic unless evidence was adduced to the contrary.
If an overseas company executes a contract governed by English law using an electronic signature, provided that the signatory is acting under the authority of the company, that contract will have been validly executed as a matter of English law.
Questions as to the authority of the signatory should, however, be referred to overseas counsel for an opinion.
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The traditional phrase signed, sealed and delivered refers to the practice of seals; however, attesting witnesses have replaced seals to some extent.