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How do I get a witness to sign a Deed?

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:

  1. Physically see the signatory sign the document
  2. 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)
Not being an interested party means the witness should not benefit themselves one way or the other from the outcome of the agreement:
  • 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.

Effectively, you should find a random person near you to signing the document. 

We've made this as easy as we could, here's how:

  1. Sign the Deed/Instant Investment Agreement
    The first thing is to sign the Deed / Agreement yourself, as a signatory.

  2. Select whether your witness will sign on this device or another
    After signing, you will need to select whether the witness will be signing on your device, or from a separate device.
    - 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 link" button, and paste the link into your video  call chat box.

  3. Your witness fills in their details
    Opening  the link displays a form to your witness. They will need to fill in all fields, add their signature in the relevant  box and then click Submit at the bottom.

  4. 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!