Execution of Documents


Ann Stewart

Team Members

Alastair Smith, Project Manager
Craig Dalziel, Legal Assistant

Our project on execution of documents concerns the law relating to signing and authenticating documents so that they have legal and evidential effect. The relevant legislation is the Requirements of Writing (Scotland) Act 1995 (as amended) together with the more recent Legal Writings (Counterparts and Delivery) (Scotland) Act 2015, both of which were the products of previous Commission projects: see respectively our Report on Requirements of Writing (Scot Law Com No 112, 1988) and Report on Formation of Contract: Execution in Counterpart (Scot Law Com No 231, 2013). Given the everyday importance of documents in the conduct of personal and commercial affairs in Scotland, it is essential that methods of signing and authenticating, and the rules which apply to them, are clear and effective.  

Background to the Project

A review on aspects of execution of documents was announced in the Commission’s Eleventh Programme of Law Reform, following suggestions submitted by a significant number of respondents during its consultation.

Support came from solicitors (including representatives of major commercial law firms across Scotland) and the Law Society of Scotland. Many respondents gave details of particular problems causing difficulties in practice. These included issues relating to:

  • the interaction between traditional (hard copy) and electronic execution in a single contract;
  • what constitutes a signature;
  • how bodies corporate can validly execute when signing in their capacity as director / secretary / member of another company or limited liability partnership (LLP), and how this signature can be self-proving;
  • whether LLPs can appoint an attorney to execute on their behalf;
  • whether subscription on the page containing the last operative clause should continue to be required; and
  • whether two or more signatories signing on behalf of a single entity can execute in counterpart.

Respondents suggested various proposals for reform, however, all were united by the desire to overhaul and streamline the current legal regime, particularly by providing clarity regarding electronic and digital signatures. Given the number and spread of concerns raised, this is clearly an area which would benefit from holistic review, assessing how the 1995 Act has weathered the passage of time, and the efficacy of subsequent reforms relating to electronic signature and execution in counterpart.

Next Steps

We are currently undertaking preliminary investigations to determine the scope of the project, including by conducting initial research and holding discussions with stakeholders on issues relating to the execution of documents in Scotland. We will shortly set up an Advisory Group comprising members with an interest and expertise in executing documents to advise us throughout the lifetime of the project.

In due course, we will publish a Discussion Paper detailing our research and presenting our initial proposal(s) for reforming the law in this area. This Paper will be open for public consultation, and following analysis of the responses we receive, we will publish our final recommendations for reform (together with draft legislation to implement those proposals) in a Report to the Scottish Government.

We classify this a medium-term project and aim to report in 2027.

We will update this page as work on the project progresses.


We are always keen to engage with stakeholders who might be affected by the subject matter of this project, and happy to hear from anyone who wishes to input.

For further information and enquiries, please contact info@scotlawcom.gov.uk.