A Deed of Adherence needs to be signed by a witness - here's how
Most documents on SeedLegals are just signed by the parties to that agreement, easy. The exception is the Deed of Adherence. These are Instant Investment and Instant Conversion Agreements. An Instant Investment Agreement enables founders to top up their previous Funding Round with additional investment, while an Instant Conversion Agreement formally converts any SeedFASTs which have reached their Longstop Date.
Within both of these agreements, if the company has a Shareholders Agreement in place, there is a Deed of Adherence, which binds the onboarding investors to the terms outlined within that Shareholders Agreement. This makes the agreement a Deed, which needs to be signed by both the signatory and a witness.
Who can, legally, be a witness?
Legally, the witness is meant to:
- Physically see the signatory sign the document
- Not be an ‘interested party’ to the transaction themselves (the only exception here is that two directors can sign the agreement on behalf of the company)
- For example, an employee of your company should not be a witness for the other party, because if there’s a dispute later the other party could look to exploit the fact that the witness was connected to your company and not independent.
- For the same reason, a family member shouldn’t be the witness for your signature, since they’re an interested party by family ties.
Basically, just find a random person near you - for example, the concierge in your building - and after signing the document in front of them, click the ‘Invite Witness’ button, then hand them your phone to enter their details and sign. Easy.
We've made this as easy as we could, here's how:
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Sign the Deed/Instant Investment Agreement
The first thing is to sign the Deed / Agreement yourself, as a signatory. -
Fill out the "Invite your witness" form
After signing, a dialog appears, allowing you to set your witness's full name, occupation, and residential address. Submit the form, and a link will appear.
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Share the link with your witness
- If your witness is in the same room, simply click the "Open in new tab" button.
- If your witness watched you sign during a video conference, click on the "Copy to clipboard" button, and paste the link into your video call chat box.
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Your witness signs
Opening the link displays a form to your witness. It is similar to the one you previously filled out, allowing your witness to fill in any missing data or fix any typo in their details. They may then sign in the appropriate field. Done! -
Share the document with the investor
If you are a Company Admin, remember to share the Deed / Agreement with your investor (hit the Share or Invite to View & Sign button). They will perform the same steps as you: signing and sharing a link with their witness to sign.
Alternatively, you can of course just get it all done the old way - i.e. download the document as a PDF, sign it, have someone stand next to you and witness for you, and post the document to the other party to do the same. But e-signing is definitely the faster and better way to go.
If you have any questions about witnesses or the process outlined above, feel free to jump on our live chat - the team is happy to help!