In recent years there has been an increase in the use of virtual signings and/or pre-signed signature pages as a means of effecting the signing and exchange of transaction documents in the absence, physically, of the signing parties. In this context, “virtual signing” occurs typically where a transaction document is, once in agreed form, circulated to the parties by email and signed by them, with copies of their signatures then exchanged by email or fax. Pre-signed signature pages can be used as an alternative or as part of a virtual signing; by this method the parties sign a separate signature page of the document before its form has finally been agreed, to be held on its behalf (usually by its own lawyers) and attached to the final form of the document and exchanged at the appropriate time. The practical and logistical benefits of these methods are reasonably obvious.

However, a recent case in the UK has led to discussion amongst practitioners as to the validity of documents executed as outlined above and the appropriate processes and arrangements which should be applied. A joint working party (the JWP) of experienced practitioners in the UK has recently reviewed these practices and issued guidance on the matter. Overall, the guidance concludes that virtual signings and pre-signed signature pages can be used without compromising the validity and effectiveness of the relevant arrangements, provided (1) appropriate arrangements are agreed between the parties and followed; and (2) any transaction-specific requirements (e.g. deeds, guarantees or real estate contracts) are appropriately catered for.

The JWP has suggested three options for arrangements/procedures which might be adopted, depending on the parties’ particular requirements and the nature of the documentation to be executed. A typical set of steps, based on these is as follows:

• agree all arrangements for the virtual signing/closing;
• when the documents are finalised, the final execution copies of the documents are emailed to all absent parties and/or their lawyers;
• each absent signatory prints and signs the signature pages only;
• each individual party then returns a single email to its lawyers or to the lawyers co-ordinating the signing/closing (as agreed) to which is attached:
  
  • the final version of the documents (pdf or Word); and 
  • a pdf copy of the signed signature pages; and
• in the case of deeds, additional criteria may apply.

At or shortly after signing/closing, to evidence the execution of the final document, a final version of the document, together with copies of the executed signature pages, may be circulated by one of the law firms.