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CVLs – Electronic Signatures

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More than a year of socially restrictive measures has seen many industries move to a fully digital work environment. While this change is welcomed by many, it has also raised questions as to the legality and security of moving away from traditional ‘wet ink’ practices such as executing documents with a hand-written signature. Increasingly, we are seeing companies and their directors opt for the modern practice of using electronic signatures (otherwise known as e-signatures).
The legitimacy of using an e-signature to authenticate a document will depend on the type of instrument it is being used for and the method in which it is applied. This bulletin looks to provide some clarity on the law surrounding the use of e-signatures in the context of a creditor’s voluntary liquidation and the documents incorporated within the process.

Company Resolutions

In July of 2016, the Law Society issued a practice note entitled ‘Execution of a document using an electronic signature’[1]. Section 4 of the note sets out comprehensive guidance surrounding the use of electronic signatures in a company context:

Shareholders Resolutions

A member’s written resolution under S.296 of the CA 2006 signed with an electronic signature by a person and sent or supplied to a company will have been sufficiently authenticated for the purposes of S.1146 of the CA 2006 if:
  1. it is sent or supplied in hard copy form by or on behalf of the person who signed it, or
  2. it is sent or supplied in electronic form, provided that the identity of the sender is confirmed in a manner specified by the company or (where no such manner has been specified by the company) if the communication contains or is accompanied by a statement of the identity of the sender and the company has no reason to doubt the truth of that statement.

Directors Resolutions

The directors of a company that has adopted the CA 2006 Model Articles for private companies limited by shares, the CA 2006 Model Articles for public companies limited by shares or the Companies Act 1985 Table A articles may take a decision or pass a directors’ written resolution (as applicable) under those articles by the relevant directors signing a resolution using an electronic signature.

Statement of Affairs

Pursuant to Section 1.5 of The Insolvency (England and Wales) Rules 2016, (1) A document in electronic form is sufficiently authenticated [2]—(a) if the identity of the sender is confirmed in a manner specified by the recipient; or
(b) where the recipient has not so specified, if the communication contains or is accompanied by a statement of the identity of the sender and the recipient has no reason to doubt the truth of that statement.While this provision does not explicitly state that a statement of affairs can be signed using an electronic signature, the signatory of a statement of affairs is ultimately providing a statement of truth. Indeed, electronically executed statements of truth have been found valid by the Courts.

In the case, of Fitzpatrick v AIG Europe Ltd, (unreported), 1 July 2015, (Liverpool County Court), District Judge Jenkinson held that electronic signature of the witness statements complied with the CPR rules.

Another noteworthy case is the Court of Appeal decision in Zurich Insurance plc v Romaine [2019] EWCA Civ 851. In this case, the Court of Appeal granted permission to bring committal proceedings against a claimant who had knowingly made false statements of truth. Two of the statements had been executed with e-signatures. The claimant argued that he had never signed a statement of truth or seen the Part 18 responses, which contained an electronic signature. The Court noted that such evidence and explanation would be a matter for the court at the substantive contempt hearing.


It is important to note that there is significant legal uncertainty surrounding the execution of deeds using e-signature. HM Land Registry have recently amended their policy on this subject and - in certain circumstances - will now accept electronically executed deeds see Land Registry Practice Guide 8.  We would strongly suggest obtaining legal advice before you attempt to execute any deed using an e-signature.


It is vitally important to ensure that you have sufficient evidence that the electronic signature was actually authorised or actioned by the person purporting to sign.

In order to mitigate the risk of a challenge to the signatory’s identity, it would be wise to use a third-party platform such as DocuSign or Adobe Sign to obtain signatures. These platforms offer a range of measures that will help identify the person executing the document. For example, you can add a security code that must be entered before the document can be signed. Therefore, if only the signatory is aware of the code, then only he/she can sign the document.

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