who can witness deed of assignment

Deed of Assignment: Everything You Need to Know

A deed of assignment refers to a legal document that records the transfer of ownership of a real estate property from one party to another. 3 min read updated on January 01, 2024

Updated October 8,2020:

A deed of assignment refers to a legal document that records the transfer of ownership of a real estate property from one party to another. It states that a specific piece of property will belong to the assignee and no longer belong to the assignor starting from a specified date. In order to be valid, a deed of assignment must contain certain types of information and meet a number of requirements.

What Is an Assignment?

An assignment is similar to an outright transfer, but it is slightly different. It takes place when one of two parties who have entered into a contract decides to transfer all of his or her rights and obligations to a third party and completely remove himself or herself from the contract.

Also called the assignee, the third party effectively replaces the former contracting party and consequently assumes all of his or her rights and obligations. Unless it is stated in the original contract, both parties to the initial contract are typically required to express approval of an assignment before it can occur. When you sell a piece of property, you are making an assignment of it to the buyer through the paperwork you sign at closing.

What Is a Deed of Assignment?

A deed of assignment refers to a legal document that facilitates the legal transfer of ownership of real estate property. It is an important document that must be securely stored at all times, especially in the case of real estate.

In general, this document can be described as a document that is drafted and signed to promise or guarantee the transfer of ownership of a real estate property on a specified date. In other words, it serves as the evidence of the transfer of ownership of the property, with the stipulation that there is a certain timeframe in which actual ownership will begin.

The deed of assignment is the main document between the seller and buyer that proves ownership in favor of the seller. The party who is transferring his or her rights to the property is known as the “assignor,” while the party who is receiving the rights is called the “assignee.”

A deed of assignment is required in many different situations, the most common of which is the transfer of ownership of a property. For example, a developer of a new house has to sign a deed of assignment with a buyer, stating that the house will belong to him or her on a certain date. Nevertheless, the buyer may want to sell the house to someone else in the future, which will also require the signing of a deed of assignment.

This document is necessary because it serves as a temporary title deed in the event that the actual title deed for the house has not been issued. For every piece of property that will be sold before the issuance of a title deed, a deed of assignment will be required.

Requirements for a Deed of Assignment

In order to be legally enforceable, an absolute sale deed must provide a clear description of the property being transferred, such as its address or other information that distinguishes it from other properties. In addition, it must clearly identify the buyer and seller and state the date when the transfer will become legally effective, the purchase price, and other relevant information.

In today's real estate transactions, contracting parties usually use an ancillary real estate sale contract in an attempt to cram all the required information into a deed. Nonetheless, the information found in the contract must be referenced by the deed.

Information to Include in a Deed of Assignment

• Names of parties to the agreement
• Addresses of the parties and how they are binding on the parties' successors, friends, and other people who represent them in any capacity
• History of the property being transferred, from the time it was first acquired to the time it is about to be sold
• Agreed price of the property
• Size and description of the property
• Promises or covenants the parties will undertake to execute the deed
• Signatures of the parties
• Section for the Governors Consent or Commissioner of Oaths to sign and verify the agreement

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Deed of Assignment (for Intellectual Property)

In the realm of intellectual property, a Deed of Assignment is a formal legal document used to transfer all rights, title, and interest in intellectual property from the assignor (original owner) to the assignee (new owner). This is crucial for the correct transfer of patents, copyrights, trademarks, and other IP rights. The deed typically requires specific legal formalities, sometimes notarization, to ensure it is legally enforceable.

To be legally effective a deed of assignment must contain:

• Title of the Document : It should clearly be labeled as a "Deed of Assignment" to identify the nature of the document.
• Date : The date on which the deed is executed should be clearly mentioned.
• Parties Involved : Full names and addresses of both the assignor (the party transferring the rights) and the assignee (the party receiving the rights). This identifies the parties to the agreement.
• Recitals : This section provides the background of the transaction. It typically includes details about the ownership of the assignor and the intention behind the assignment.
• Definition and Interpretation : Any terms used within the deed that have specific meanings should be clearly defined in this section.
• Description of the Property or Rights : A detailed description of the property or rights being assigned. For intellectual property, this would include details like patent numbers, trademark registrations , or descriptions of the copyrighted material.
• Terms of Assignment : This should include the extent of the rights being transferred, any conditions or limitations on the assignment, and any obligations the assignor or assignee must fulfill as part of the agreement.
• Warranties and Representations : The assignor typically makes certain warranties regarding their ownership of the property and the absence of encumbrances or third-party claims against it.
• Governing Law : The deed should specify which jurisdiction's laws govern the interpretation and enforcement of the agreement.
• Execution and Witnesses : The deed must be signed by both parties, and depending on jurisdictional requirements, it may also need to be witnessed and possibly notarized.
• Schedules or Annexures : If there are detailed lists or descriptions (like a list of patent numbers or property descriptions), these are often attached as schedules to the main body of the deed.

Letter of Assignment (for Trademarks and Patents)

This is a less formal document compared to the Deed of Assignment and is often used to record the assignment of rights or licensing of intellectual property on a temporary or limited basis. While it can outline the terms of the assignment, it may not be sufficient for the full transfer of legal title of IP rights. It's more commonly used in situations like assigning the rights to use a copyrighted work or a trademark license.

For example, company X allows company Y to use their trademark for specific products in a specific country for a specific period.  

At the same time, company X can use a Letter of Assignment to transfer a trademark to someone. In this case, it will be similar to the Deed of Assignment. 

Intellectual Property Sales Agreement

An IP Sales Agreement is a detailed contract that stipulates the terms and conditions of the sale of intellectual property. It covers aspects such as the specific rights being sold, payment terms, warranties regarding the ownership and validity of the IP, and any limitations or conditions on the use of the IP. This document is essential in transactions involving the sale of IP assets.

However, clients usually prefer to keep this document confidential and prepare special deeds of assignment or letter of assignment for different countries.

IP Transfer Declaration

In the context of intellectual property, a Declaration is often used to assert ownership or the originality of an IP asset. For example, inventors may use declarations in patent applications to declare their invention is original, or authors may use it to assert copyright ownership. It's a formal statement, sometimes required by IP offices or courts.

When assigning a trademark, the Declaration can be a valid document to function as a proof of the transfer. For example, a director of company X declares that the company had sold its Intellectual Property to company Y. 

Merger Document

When companies or entities with significant IP assets merge, an IP Merger Document is used. This document outlines how the intellectual property owned by the merging entities will be combined or managed. It includes details about the transfer, integration, or handling of patents, copyrights, trademarks, and any other intellectual property affected by the merger.

In all these cases, the precise drafting of documents is critical to ensure that IP rights are adequately protected and transferred. Legal advice is often necessary to navigate the complexities of intellectual property laws.

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DEED OF ASSIGNMENT: EVERYTHING YOU NEED TO KNOW.

A Deed of Assignment refers to a legal document in which an assignor states his willingness to assign the ownership of his property to the assignee. The Deed of Assignment is required to effect a transfer of property and to show the legal right to possess it. It is always a subject of debate whether Deed of Assignment is a contract; a Deed of Assignment is actually a contract where the owner (the “assignor”) transfers ownership over certain property to another person (the “assignee”) by way of assignment. As a result of the assignment, the assignee steps into the shoes of the assignor and assumes all the rights and obligations pertaining to the property.

In Nigeria, a Deed of Assignment is one of the legal documents that transfer authentic legal ownership in a property. There are several other documents like a deed of gifts, Assent, etc. However, this article focuses on the deed of assignment.

It is the written proof of ownership that stipulates the kind of rights or interests being transferred to the buyer which is a legal interest.

Read Also: DIFFERENCE BETWEEN TRANSFER OF PROPERTY THROUGH WILLS AND DEED OF GIFT

CONTENTS OF A DEED OF ASSIGNMENT

Content of a Deed of Assignment matters a lot to the transaction and special skill is needed for a hitch-free transaction. The contents of a deed of assignment can be divided into 3 namely; the introductory part, the second (usually the operative part), and the concluding part.

• THE INTRODUCTORY PART: This part enumerates the preliminary matters such as the commencement date, parties in the transaction, and recitals. The parties mentioned in the deed must be legal persons which can consist of natural persons and entities with corporate personality, the name, address, and status of the parties must be included. The proper descriptions of the parties are the assignor (seller) and assignee (buyer). The Recitals give the material facts constituting the background to the current transaction in chronological order.
• THE SECOND PART (USUALLY THE OPERATIVE PART): This is the part where the interest or title in the property is actually transferred from the assignor to the assignee. It is more like the engine room of the deed of assignment. The operative part usually starts with testatum and it provides for other important clauses such as the consideration (price) of the property, the accepted receipt by the assignor, the description of the property, and the terms and conditions of the transaction.
• The testimonium : this shows that all the parties are involved in the execution of the deed.
• Execution : this means signing. The capacity of the parties (either individual, corporate bodies, illiterates) is of great essence in the mode of execution.  It is important to note that the type of parties involved determines how they will sign. Example 2 directors or a director/secretary will sign if a company is involved. In the same way, if an association, couple, individual, illiterate, family land (omonile), firm, unregistered association, etc. is involved the format of signature would be different.
• Attestation : this refers to the witnessing of the execution of the deed by witnesses.

For a Deed of Assignment to be effective, it must include a column for the Governor of the state or a representative of the Government where the property is, to sign/consent to the transaction. By virtue of Sec. 22 of the Land Use Act, and Sec. 10 Land Instrument Registration Law, the Governor must consent to the transaction.

Do you have any further questions? feel free to call Ibejulekkilawyer on 08034869295 or send a mail to [email protected] and we shall respond accordingly.

Disclaimer: The above is for information purposes only and should not be construed as legal advice. Ibejulekkilawyer.com (blog) shall not be liable to any person(s) for any damage or liability arising whatsoever following the reliance of the information contained herein. Consult us or your legal practitioner for legal advice.

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The report of the Law Commission in September 2019 addressed the question of electronic signatures, confirming that electronic signatures can be used to execute documents, including deeds.  See our briefing on the report.  The Law Commission also stated its current view that the requirement for a deed to be signed “in the presence of a witness” means that the witness must be physically present.  

Witnessing via, for example, video link is not currently recommended. In the case of either wet ink or electronic signatures, the law for execution of deeds is the same: the witness must attest the signature (which means that he or she must be present and see the signatory sign the deed, and then apply his own signature to confirm that).  But must the signatory see the witness sign the document?  That was one of the questions considered in a recent case ( Wood v Commercial First Business Ltd (in liquidation) (2019) EWHC 2205 (Ch) )

A borrower brought multiple claims against a mortgage lender and its assignees, seeking to set aside two commercial mortgages.  Amongst other claims, the borrower argued that the documentation for the first mortgage had not been duly attested because the witness had not signed the documents in the borrower’s presence.

The High Court rejected the borrower’s argument that in order for a deed to be validly executed, the person executing it and the witness must not just have signed but must have signed in the presence of one another. Upon reviewing section 1(3) Law of Property (Miscellaneous Provisions) Act 1989 ( LP(MP)A ), the court accepted that there is a clear requirement in section 1(3)(a)(i) LP(MP)A for the person executing the deed to do so with the witness present due to the wording “ in the presence of a witness who attests the signature ”. However, it noted that there is no such express requirement in relation to the witness themselves. The court considered it “plain” that if those drafting the legislation had wanted there to be a requirement that the witness should sign in the presence of the person executing the document, they could have very easily expressed it in the wording of the statute. Omitting such a requirement was unlikely to be accidental so the court concluded that the proper interpretation of s.1(3) LP (MP) A is that “ while there is a requirement for the person executing the deed to sign in the presence of a witness, it is not a requirement for the witness to sign in the presence of the person executing the deed (or indeed of anybody else) ”.

Although this case was decided on the interpretation of LP(MP)A, similar provisions in relation to execution of deeds apply in relation to companies in the Companies Act 2006, and we can expect the same rules in relation to witnessing to apply in that context. 

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Commonly asked questions about the signing of deeds and documents

Insight shared by:.

Gateley Legal

Sophie Brookes

It doesn’t matter how fantastic the provisions you negotiate into your documents are: if you don’t get them signed correctly they will be of little value in practice.

The requirements for valid execution vary depending on the type of document in question. You may be contracting with any number of different entities and agreeing numerous different documents. It is important that all parties understand the signing requirements to ensure all agreements are binding and cannot later be challenged.

Some frequently asked questions:

Is there a requirement for a signature on a simple contract to be witnessed.

When you consider that many agreements can be made informally and do not even need to be in writing, it is not surprising that the execution formalities for simple contracts (as opposed to deeds) are not very onerous. Only the two parties entering into the agreement need to sign it and the signatures do not need to be witnessed.

Despite there being no legal requirement for a signature to be witnessed, it can prove helpful in evidence if a dispute arises about the validity of the agreement. However, the signature being witnessed will be of little help if a document has been signed fraudulently, as this could well mean that the signature has also been witnessed fraudulently.

Who can act as a witness to a signature?

When an individual executes a deed, their signature must be witnessed. A party to a deed cannot be a witness to another signature to that deed. Legislation does not prohibit a signatory’s spouse, co-habitee or civil partner from acting as a witness and it is also generally acceptable for an employee of a party to witness that party’s signature. However, it is best to ensure independent witnesses are sought to ensure unbiased evidence can be provided, if and when required.

There is also no prohibition against a minor acting as a witness but this can become problematic if the signature is challenged. You must at least ensure that the minor is of sufficient maturity for his or her evidence to be regarded as reliable.

Which documents have to be executed as a deed?

There are only a small number of documents that require execution by way of a deed. These include land transfers, leases, mortgages and charges, sales by a mortgagee, appointments of trustees, powers of attorney, gifts of tangible goods that are not accompanied by delivery, and releases and variations. Failure to follow the relevant statutory requirements can affect the legal validity of the agreement and/or the underlying transaction.

A deed may be used, even where it is not mandatory, when it is unclear whether valuable consideration has been given or if the parties wish to obtain the longer limitation period of 12 years that applies to claims brought under deeds.

Is there a requirement for a company to use a common seal?

All documents which previously required execution by affixing a company seal are no longer subject to that requirement and can now be executed by either two authorised signatories (a director and the company secretary or two directors) or a single director in the presence of a witness.

Companies can still use a common seal to execute documents, and many do – old habits die hard and some people like the formality and ceremony of the sealing process. However, executing a document using a common seal will not result in the document automatically being considered as a deed and, where relevant, the document must still be expressed to be a deed.

If a company seal has been used, who should sign the document?

This will be set out in the company’s articles of association. The Model Articles provide that this can be determined by the directors. If the directors do not do this, then one authorised person (a director, company secretary or any other person authorised to sign) can sign and this must be in the presence of a witness.

Can the same individual sign as a director and the secretary on behalf of a company?

No. The signatures of   two authorised signatories are required and a single individual cannot sign in two different capacities.

Can two joint secretaries (rather than a director and the secretary) execute a document for a company?

An authorised signatory is every director and the secretary, which includes a joint secretary, of the company.

Each joint secretary would therefore be an authorised signatory and the signature of two of them would satisfy the requirements, so this would appear to be possible. This would only apply to joint secretaries who have equal authority to act.

Can the same signatories sign just once on behalf of a number of companies of which they are directors?

If a document is signed by a director (or secretary) of more than one company it must be signed separately by that individual in each capacity.

When a document requires the signature of two directors, can the directors sign separate counterparts of the same document?

There is currently no English law evidence or specific authority on whether each authorised signatory can sign counterparts of the same document. However, there is guidance that endorses the view that an execution clause requiring signature by two authorised signatories could be signed in counterpart. In particular, this approach appears to be recognised in the note on electronic execution published by the joint working party of The Law Society and The City of London Law Society which was confirmed in the Law Society's subsequent Q&As on how to use electronic signatures and complete virtual executions.

However, owing to the lack of actual legal authority, if it is possible for the two signatories to sign the same counterpart, it remains the preferred approach for many.  If the two directors cannot be in the same location, consider having the document executed by one director in the presence of a witness instead. 

Alternatively, the directors need not sign at the same time. If there is time, the same counterpart could be sent from one to the other for signing, before delivery or they could also each sign electronically – eg director one inserts their e-signature into the document, then forwards that document to director two, who adds their e-signature into the same document. 

These are some of the more obscure questions relating to the execution of deeds and documents but they are commonly asked. They highlight the difficulties with a range of potential signing scenarios that could be encountered on a corporate transaction.

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Signed, sealed, delivered: execution of deeds and documents and how it might go wrong.

Published on 29th Sep 2016

After a series of long and complex negotiations, the document is finally agreed. Each party breathes a sigh of relief. But now the document must be validly executed – and this is where all the hard work in reaching agreement can be undone.

Below we answer ten questions that are commonly raised in relation to the execution of deeds and documents.

1. Can a contract be executed electronically?

Yes! English law lays down few formalities for the form of a contract and almost all simple contracts, even those which statute requires are “in writing” or “signed”, can be executed electronically. However, one point to bear in mind is whether the document will need to be filed with any authority or registry which may insist on a wet ink signature.

2. Can a deed be executed electronically?

Yes! The Law Society’s practice note  on the execution of a document using an electronic signature, which was published on 21 July 2016 and which represents the Law Society’s view of good practice in this area, has clarified that a deed can be executed electronically. At common law, a deed must be in writing, but there are a number of cases which have confirmed that an electronic representation of a document (for example, an exchange of emails) can satisfy this “in writing” requirement.

Commonly, deeds are executed on behalf of a company by a director of that company in the presence of a witness who attests the signature of the director. The Law Society’s practice note states that if that witness “genuinely observes” the director signing the deed using an electronic signature, and the witness then goes on to sign the adjacent attestation clause, the deed will have been validly executed. It is best practice for the witness to be physically present when the signatory signs the deed.

3. What has to be done to ensure that a deed is “delivered”?

One of the distinguishing factors about the execution of a deed as compared to a contract is that a deed must be “delivered”. Delivery fixes the date from which the executing party is bound by the deed, and once delivered, a deed is irrevocable in the absence of an express right of revocation. At common law, a deed is delivered when a party expresses an intention to be bound by the deed, even if it retains possession of the document.

The best way to deal with delivery of a deed is to have clear wording in the document setting out that the deed will be delivered on the date appearing at the head of the document. Where a deed is executed by a company, legislation provides that it is presumed to be delivered on execution, unless a contrary intention is proved. There is no such presumption for execution by an individual. Clear wording in the document confirming the position on delivery will avoid confusion and unintended consequences.

4. What date should be inserted into the deed?

Where a deed contains wording stating that it is executed and delivered on the date appearing at the head of the document, as recommended above, then a date should be inserted that is on or after the date that the last signatory signed. However, if the deed does not contain such wording, case law has held that the absence of a date will not affect its validity, which usually takes effect from delivery.

A deed may in certain circumstances be drafted for its provisions to take effect from a date before the date of its execution. If so, care is required. For example, in pensions, many deeds purporting to make, or to “confirm” amendments to a pension scheme made from a date prior to the date of execution and delivery of the deed have been found to be ineffective, due to statutory and case law restrictions on the power to amend a pension scheme retrospectively.

No deed or contract must ever be back dated (i.e. given a date that is earlier than the date it was executed). This is potentially fraudulent.

5. Who can be a witness to the signatory of a deed?

There is no statutory provision requiring a witness in these circumstances to be independent. However the purpose of having a witness is so that they can provide unbiased evidence of what was signed and by whom, if required in the future. Therefore a witness should be independent and it is best practice to interpret this widely.

A witness should not be the signatory’s spouse or partner or a family member, and should not have a personal interest in the provisions of the document. Case law has confirmed that a party to the document cannot act as a witness to another party’s signature. It is advisable that a witness is aged eighteen or over.

6. Do all parties have to sign the same document?

No. If the parties to an agreement do not intend to sign the same physical document, it is best practice to include a counterparts clause in the agreement which in effect creates more than one original document. However, omitting such a clause will not invalidate a document which is in fact signed in counterpart.

7. Do all parties have to use the same method of execution?

No. The parties to an agreement could validly execute a document using different methods; for example, one party signing electronically and a second using a wet ink signature. A composite version could then be created, either by using a print-out of the electronically signed page together with the wet ink signed pages, or by scanning the wet ink pages to add to the electronically signed page. If that document was later required to be produced in evidence, an English court would accept the composite version.

8. Can a company use pre-signed signature pages in the execution of a simple contract?

Yes. In February 2010, the Law Society published a practice note  on the execution of documents by virtual means, which represents its view of good practice. When executing a simple contract between two parties which are not physically present at the same meeting, it is acceptable to use pre-signed signature pages. When doing this, the signature page should clearly identify the document to which it relates. When the document is finalised, those organising the signing should email the final version of the document to each absent party (or their lawyers) and obtain confirmation from that party (or their lawyers) that they have agreed the final version, and that they authorise the pre-signed signature page to be attached to the final version and for the document to be dated and released.

9. Can one individual execute a document as both a director and the company secretary?

No. The Companies Act 2006 states that a provision requiring something to be done by a director and the company secretary is not satisfied by it being done by the same person acting both as director and secretary. The document could instead, though, be signed by the director in the presence of a witness.

10. What are the possible consequences of executing a document incorrectly?

The recent pensions case, Briggs v Gleeds , illustrates that the consequences can be severe. Gleeds was a partnership that operated a final salary pension scheme. Over a period of more than fifteen years from 1991, a number of deeds of amendment were executed making significant changes to the pension scheme, including closing the scheme to the future accrual of benefits.

It was later discovered that the partners’ signatures on these deeds had not been validly witnessed, as required under the Law of Property (Miscellaneous Provisions) Act 1989. The additional liability for Gleeds to fund the scheme, owing to the deeds having been invalidly executed, was in the region of £45 million.

The High Court held that the deeds were not valid and had no effect. Arguments that the trustees and scheme members should be “estopped” from denying the validity of the deeds did not succeed. The case is, however, due to be appealed to the Court of Appeal on a number of points.

Failure to execute contracts properly is less commonly a problem than deeds. This is because fewer formalities must be complied with when executing a simple contract. Nevertheless, it is essential that both types of document are executed properly to ensure their validity and operation as intended. Whilst the Gleeds case is indicative of the current trend that the courts take a strict approach to observing formalities within the pensions context, the principles have wider application.

* This article is current as of the date of its publication and does not necessarily reflect the present state of the law or relevant regulation.

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Who can notarize a deed? Does a deed have to be notarized?

When you are purchasing a property or home, a property deed, such as a quitclaim deed, is used to transfer the title from the existing property owner or seller to the next owner – you! But transferring property ownership can be a complicated and time-consuming process involving several steps, from signing a legally binding contract to preparing all closing documents and forms. In order to transfer property ownership, you must complete, sign, and notarize a property deed. But what is a property deed, and who can notarize a deed?

A property deed is a formal legal document that transfers property ownership. You should know that deed and title often go hand-in-hand. Among the most commonly used and popular instruments are quitclaim deeds and grant deeds. According to the Statute of Frauds, a property deed must be a physical piece of paper.

One of the main reasons that quitclaim deeds and other property deeds have the seller’s or owner’s signature sworn before a notary public is to prevent or minimize fraud in  real estate  transactions. This is especially true in the case of property transactions where the seller or owner is abroad. You may wonder  who can legally notarize a document , such as a real estate deed.

While a notary public is not permitted to determine a property deed’s correctness, they can analyze and review the content relating to their certificate and have the right to refuse to acknowledge anything that does not meet the standards.

A deed is required every time a piece of real estate, such as residential or commercial property, changes hands. Property deeds must be notarized in all cases. You will be happy to know that as long as remote online notarization or RON is legal in your state, the process of notarizing a quitclaim deed or bargain and sale deed is extremely convenient, fast, and secure.

And with a warranty deed, it is possible to transfer property ownership wholly or partly without closing statements, contracts, mortgage payments, and title insurance.

Does a deed have to be notarized?

Yes, a deed must  always be notarized  and filed in public records. Deeds are a formal document that verifies legal interest in a property and the right to sell. Notarizing deeds ensures that an individual’s claim to a property is verified and protected.

Regardless of the type of deed, such as a warranty deed or bargain and sale deed, you want to use with the property transfer, you will need to have the deed notarized by an active and commissioned notary public.

So, a deed, including warranty deeds and grant deeds, must always be notarized by a notary public and filed in the public records, usually with the county clerk’s office; it may also need to be witnessed. This is why you should hire a notary who can render notary services to meet your needs.

In most property transfer cases, both the buyer and seller will have to sign 3 copies of the property deed with a legal description of the property in the presence of a notary public and one other witness. Keep in mind that the notary can be one of the witnesses. The person signing the deed should take the deed to an active notary public or use remote online notarization to execute a real estate transaction.

The notary public will watch the individual sign the deed and then sign and stamp it. The notary will also verify your identity, at which point they will affix their notary seal to the document.

The notarization process means that the  notary has verified that the signature on the real estate  forms and deed is genuine. Wondering  how to notarize a document ? You will be happy to know that the process is now simpler than ever with a convenient notarization process.

Who can notarize a deed?

Any person with who is actively commissioned to perform notarization services in their state can notarize a deed. This includes attorneys, bankers, and real estate professionals with valid notary public licenses.

Once the lieutenant governor of any US state issues a notarial commission to an individual person, they may perform notarial acts and offer notary services in any part of that state for which the notarial commission was issued. You will be happy to know that US  states that allow remote online notarization 2022  include Arizona, Colorado, and many others.

What are the main types of deeds?

There are different types of deeds that you should be familiar with, as different circumstances require different types of deeds. Some different types of deeds include the following documents.

1. Quitclaim deeds

A quitclaim deed is a common deed and is used by a grantor in order to transfer its interest in real property. Keep in mind that quitclaim deeds transfer any interest of the grantor to the grantee. One of the main and most notable advantages of using quitclaim deeds is that sellers can create and draft the form on their own.  

Warranty deeds usually require the assistance of a bar-certified and licensed lawyer to draft the deed. On the other hand, pre-made quitclaim deeds are convenient and can be bought and used without the assistance or help of a lawyer.

This makes quitclaim deeds an attractive and viable choice for parties who are looking to sell property – and sell fast. However, note that this deed doesn’t guarantee that the property title is good or that the property isn’t owned by anyone else.

2. Deed of trust

A deed of trust is an important legal instrument that transfers interest in land from a mortgagor or borrower to a lender or mortgagee in order to secure the payment of the borrower’s debt.  It is worth noting that a deed of trust is a formal arrangement among three main parties: the lender, the borrower, and an unbiased trustee.

The trustee is an entity that holds “legal or bare” title. So, the borrower transfers the legal title of the property to the trustee who holds this property as security for the home loan. You should know that trust deeds are recorded with the County Recorder at the recorder’s office in the state where the property is located as security for and evidence of the debt.

3. Grant deed

You should know that a grant deed is a legal document commonly used for the sale or transfer of real property from one natural person to the other.  

The grantor is the individual transferring the property or home, and each grantor has to sign the deed. Also, the signature(s) must be notarized. Through a grant deed, grantors guarantee that the relevant property hasn’t been sold or transferred to another party and it doesn’t have any liens, undisclosed restrictions, or unpaid taxes.

4. Warranty deed  

A legal guarantee is always included when a property is transferred or sold through a warranty deed. As the seller, you may transfer property ownership with a warranty deed, and it specifies that there’s no other owner.

Warranty deeds provide the highest level of protection and security to the grantee. This is because, as the name indicates, it involves certain covenants and warranties. Also, the document asserts or affirms that the property is free of liens and debts.  

Different kinds of warranty deeds are used to provide various legal protections to grantors in the event that there is an issue or defect with the property title once it has been transferred.

5. Bargain & sale deed

The fifth type of deed is known as a bargain and sale deed. Note that this real estate deed must only be used in certain instances. A bargain and sale deed indicates or suggests that only the seller of a commercial or residential property holds the title and can transfer ownership interest.

This kind of deed provides no guarantees for the homebuyer against property liens or other legal claims to the property. This means that the buyer may be held responsible for these problems if they do turn up.

Bargain and sale deeds typically accompany homes and other properties sold at foreclosure. This is usually because the seller is likely to have little or no knowledge of the status and history of the property.

6. Mortgage deed

A mortgage deed is similar to a deed of trust. It is a legally binding agreement and uses the property as collateral or security for a loan. When you buy a house, you make regular payments on a home loan.

So, a mortgage deed is the legal paperwork and forms you sign that allows the mortgage lender to place a lien on the property until you pay the loan. 

What type of deed can be notarized?

The document must be notarized any time a deed is required as part of a real estate transaction. This is the case for all deeds, regardless of the situation. While you should check which type of deed best suits your situation, you will need to have the deed notarized regardless.

Can a deed be notarized online?

In most US states, local and state laws allow notaries to electronically and remotely acknowledge the execution of various documents and forms, i.e., allows a public notary to notarize a document, such as a deed and an affidavit, without being in the physical presence of a person when they execute the document. 

Remote online notarization, also called RON, was first launched in the Commonwealth of Virginia. However, it has considerably risen in popularity over the past ten years. A recent  ALTA survey  revealed that RON transactions increased a whopping 547% in 2020 compared to 2019.

With the PandaDoc Notary platform, it is simple and quick to get your quitclaim deed or warranty deed notarized along with other commonly notarized real estate documents, such as the  power of attorney .

How to Notarize a Deed?

Some simple steps involved in getting a deed notarized through PandaDoc Notary include:

Step 1: Upload your documents

You can take a picture of your deed or upload a PDF file from your computer. You can also upload from a cloud storage service, such as Dropbox. No matter the time of day or location, or device, PandaDoc Notary has notaries ready to complete all your notary requests!

Step 2: Confirm your ID

Now, you just have to confirm your identity with PandaDoc’s verification process. The platform uses identification verification technology in order to verify government-issued photograph IDs and passports.

Step 3: Connect to a notary

You can connect to a live notary anytime and confirm your identity on a secure call or face-to-face on a webcam. Connect easily with a professional and licensed electronic notary public over live video in order to sign and notarize your warranty or quitclaim deed. The PandaDoc Notary agent will verify your identity and witness your signature, assisting you throughout the process.

Notarize a deed online with PandaDoc Notary

If you are looking to purchase a piece of land or residential property, you can use various types of deeds, such as warranty deeds, quitclaim deeds, and bargain and sale deeds. In most cases, a warranty deed is the best.

This is because it protects you from all past and future issues, including encumbrances, with the property title and any outstanding liens or debts.  You can use  PandaDoc Notary  to notarize your property deed and other legal documents remotely. Contact us to learn how we can help you with your deed notarization needs and requirements.

Drafting a Deed of Assignment

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Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom. Also note: This is not legal advice.

Introduction

A Deed of Assignment is a vital legal document used to transfer rights, interests or assets between parties. It is regularly used in business transactions, and often regarding real estate or intellectual property. A well-crafted deed of assignment can protect both sides from potential legal disputes, ensuring that everyone involved understands their obligations and responsibilities.

The Genie AI team has seen many instances where having a valid deed of assignment can make all the difference - without it businesses could be exposed to considerable risk. That’s why we offer free templates and step-by-step guides to help those wishing to draft their own deed.

When creating a Deed of Assignment it is important to take the specific circumstances into account - any changes or additions should be accurately documented and agreed by all involved parties beforehand. Furthermore, it is essential that the terms are clearly written out in an unambiguous way so every party knows exactly what they have signed up for. Beyond protecting both sides’ interests, this type of agreement can also be used for copyright assignments, leases, debt transfers and trusts.

Before signing on the dotted line it’s also critical that executing such documentation is done properly - all parties must sign in the presence of a witness who will also affix their signature and date the document accordingly. Once this process has been completed filings must then be made with any relevant government authorities whenever necessary (especially in cases involving real estate or intellectual property transfers).

In summary, drafting a Deed of Assignment not only safeguards everyone’s best interests but also provides additional benefits depending on its use case - reading through our step-by-step guidance below should provide you with more information on how to access our template library today and start benefitting from its advantages without needing to sign up for an account with Genie AI first!

Definitions (feel free to skip)

Legal Binding: When a legally binding document is used, it means that all parties involved are legally obligated to follow the terms and conditions set forth in the document.

Assignor: The assignor is the person who is transferring rights, interests or assets to someone else.

Assignee: The assignee is the person who is receiving the rights, interests or assets from the assignor.

Witness: A witness is an independent third-party who is present when a document is signed, in order to ensure that the process is completed in a secure and legally binding manner.

Stamp: A stamp is an official seal or mark that is used to verify and authenticate a document.

Tax: A tax is a sum of money that is paid to a government or public authority.

Duty: Duty is an obligation or responsibility assigned to someone.

Defining the Deed of Assignment

What is a deed of assignment and what is its purpose, parties involved, who needs to be involved in the making of a deed of assignment, drafting the deed, determine what kind of deed of assignment needs to be drafted, consider the subject matter to be assigned in the deed, research the legal requirements for the kind of deed to be drafted, draft the deed of assignment in accordance with the legal requirements, executing the deed, check that the parties to the deed are correctly identified, confirm that the deed is correctly signed and dated by all parties, confirm that the deed is witnessed by an independent third party, have the deed of assignment properly executed by all parties, registration, determine whether the deed of assignment needs to be registered, if registration is necessary, confirm the registration procedures, take necessary steps to register the deed of assignment, considerations, consider any applicable tax or stamp duty implications of the deed of assignment, consider any restrictions or limitations on the rights being assigned, consider whether the deed of assignment needs to be registered in any public records, common mistakes, not accurately identifying all of the parties to the deed, not having the deed properly executed by all parties, not having the deed witnessed by an independent third party, not considering any applicable tax or stamp duty implications, not considering any applicable restrictions or limitations on the rights being assigned, record keeping, ensure that the original deed of assignment is securely stored, create a digital copy of the deed and store it in a secure manner, review the deed of assignment to ensure accuracy, confirm that all steps have been completed correctly, seek advice from legal professionals if necessary, get started.

• Establish the parties involved in the Deed of Assignment
• Identify the property or service being assigned
• Specify the terms of the assignment
• Ensure the Deed of Assignment is properly witnessed
• Check that all signatures are valid

When you have completed the steps above, you will have successfully defined the Deed of Assignment and can proceed to the next step.

• A deed of assignment is a legal document that is used to transfer the rights and responsibilities of one party (the assignor) to another party (the assignee)
• It is used to transfer contractual rights and obligations between parties
• It should include information such as the names of the parties, the date of the assignment, and the description of the rights transferred
• You will know that you have completed this step when you have an understanding of what a deed of assignment is and why it is used.
• Identify the party transferring their rights (the assignor) and the party receiving the rights (the assignee)
• Draft the deed in the name of both parties, including full names and contact details
• Ensure the deed is signed by both the assignor and assignee
• Once the deed is signed, the parties should exchange copies of the document

Once the assignor and assignee have been identified and the deed has been drafted and signed, you can check this step off your list and move on to the next step.

• Identify the parties involved in the Deed of Assignment. This would typically include the assignor (the party transferring their rights or interest) and the assignee (the party receiving the rights or interest).
• Ensure that all parties involved have the legal capacity to enter into a contract.
• When all parties have been identified and their legal capacity has been verified, you can check this step off your list and move on to drafting the Deed.
• Read the applicable laws in your jurisdiction to determine the required language and structure of the Deed of Assignment
• Gather the necessary information on the parties, the asset being assigned, and other relevant details
• Draft the Deed of Assignment, taking into account all the necessary details
• Make sure the language is clear and unambiguous
• Have the Deed of Assignment reviewed by a legal professional
• When the Deed of Assignment has been drafted and reviewed, you can move on to the next step.
• Identify the type of assignment that needs to be drafted and the legal requirements that need to be satisfied
• Consider the purpose of the Deed and the rights and obligations of the parties to the Deed
• Determine if the Deed is for an absolute or conditional assignment
• Consider if the Deed should be an express or implied assignment
• Determine if the Deed needs to be in writing or if it can be oral
• Check the applicable laws in your jurisdiction to ensure that you are drafting a valid Deed
• Check if there are any additional requirements that need to be included in the Deed

When you can check this off your list: Once you have identified the type of assignment and the relevant legal requirements, you can move on to considering the subject matter to be assigned in the Deed.

• Identify the subject matter of the Deed of Assignment, such as a patent, trademark, copyright, or other intellectual property
• Assess the value of the subject matter and any associated liabilities
• Understand the relationship between the assignor and assignee
• Have all necessary documents, such as a purchase agreement, to provide more detail about the assignment

Once you have identified the subject matter of the Deed of Assignment, assessed its value, understand the relationship between the assignor and assignee, and gathered any additional documents, you can move onto the next step of researching the legal requirements for the kind of Deed to be drafted.

• Research the relevant legislation, case law, and other materials related to the Deed of Assignment to be drafted
• Consult with a lawyer familiar with the relevant law to understand the requirements
• Take detailed notes on the legal requirements that must be adhered to in the Deed of Assignment
• Once you have all the necessary information, double-check that you understand the requirements before moving on to the next step.
• Prepare the text of the Deed, ensuring that all relevant information regarding the parties, the subject matter, and the consideration is included
• Check to make sure the language conforms with relevant laws and regulations
• Have the Deed reviewed by a solicitor to ensure that it complies with all legal requirements
• Once the Deed has been approved by a solicitor, have the parties sign the document
• Once the Deed has been signed by both parties, make multiple copies and ensure each party has a copy
• This step is complete once the Deed has been signed and each party has a copy of the document.
• Ensure both parties sign the Deed of Assignment in the presence of two witnesses who are over the age of 18 and not parties to the Deed
• Have both parties sign the deed in the presence of two witnesses and have the witnesses sign the deed to attest to witnessing the signature of the parties
• Check that the parties have signed the Deed in the presence of the witnesses by noting the signatures and the dates of signature in the execution clause of the Deed
• Once the Deed has been executed, have the parties date and keep a copy of the Deed in a secure place
• You will know that you have completed this step when the Deed has been properly executed by the parties in the presence of two witnesses.
• Identify all parties to the Deed and verify that their details are correct.
• Ensure that all parties to the Deed are identified in the document and that the details of each party are accurate and up-to-date.
• Check that the names, addresses and contact details of each party are correct.
• Once you have verified that the parties and their details are correctly identified, you can move on to the next step.
• Check that all parties have signed the Deed in the correct place, and that the date of signature is correct
• Ensure that each party has signed the Deed in the presence of an independent witness
• Check that all parties have signed the Deed with their full name and title, if applicable
• Confirm that the date of signature is correct and that all parties have signed on the same date
• Once you have verified that all parties have correctly signed and dated the Deed, you can proceed to the next step.
• Ensure that the Deed is witnessed by an independent third party who is not a party to the Deed.
• Ask the third party to sign the Deed and provide their name, address, occupation and date of signing.
• Check that the third party has signed and dated the Deed.
• Once the above is complete, you can check this step off your list and move on to the next step.
• Obtain signatures from all parties on the deed of assignment, ensuring that each party signs in the presence of a witness
• Have an independent third party witness each party’s signature
• Ensure that all parties have a valid form of identification, such as a driver’s license or passport, available for inspection by the witness
• Ensure that all parties sign the deed of assignment in the presence of the witness
• Obtain the witness’ signature, confirming that all parties signed in the presence of the witness
• You will know this step is completed once all parties have signed the deed of assignment and the witness has signed confirming they were present during the signing.
• Obtain a copy of the executed Deed of Assignment from all parties
• Contact the relevant state or territory office to determine whether the Deed of Assignment needs to be registered
• If registration is required, complete the necessary forms, pay the registration fee, and submit the required documents
• Once the Deed of Assignment is registered, the registrar will issue a certificate of registration
• Check off this step when you have received and reviewed the certificate of registration.
• Research the applicable laws and regulations in the relevant jurisdiction to decide if the Deed of Assignment needs to be registered
• Consult a legal professional if unsure
• When you have the answer, you can move on to the next step.
• Confirm what type of Deed of Assignment requires registration with the relevant government agency or registry.
• Research the registration procedures and the requirements you must meet in order to register the Deed of Assignment.
• Obtain any fees or additional documents that are necessary to complete the registration process.
• Ensure that all parties to the Deed of Assignment understand the registration process and the requirements for completing it.

You can check off this step once you have researched and confirmed the registration procedures for the Deed of Assignment.

• Gather the necessary documents for registration, such as the Deed of Assignment, supporting documents, and the applicable fee
• Visit the registration office to register the Deed of Assignment
• Submit the necessary documents to the registration office
• Pay the applicable fee
• Obtain a copy of the registered Deed of Assignment
• Upon completion of the above steps, you can check this off your list and move on to the next step.
• Review and understand the nature of the rights and obligations being assigned
• Determine if there are any restrictions or limitations in the assignment
• Assess if any approvals are needed from third parties before the assignment is valid
• Confirm that the assignor has the right to assign the interest being transferred
• Check to see if the assignee has the necessary capacity to accept the assignment
• Analyze if the assignment is subject to any applicable laws or regulations
• Determine if any additional documentation is needed to support the assignment
• Once you have considered all of the above, you can proceed with drafting the Deed of Assignment.
• Check with your local taxation authority or a qualified tax professional to see if the Deed of Assignment is subject to any taxes or stamp duty.
• Ensure that the Deed of Assignment includes any required taxes or stamp duty payments.
• Check to see if the tax or stamp duty implications vary by jurisdiction.
• Once you’ve considered the tax or stamp duty implications, you can move on to the next step.
• Identify any restrictions or limitations that could affect the transfer of rights in the Deed of Assignment
• Consider whether there are any legal restrictions that must be observed in the transfer of the rights being assigned
• Research any relevant industry standards or regulations to ensure that the restrictions or limitations on the rights being assigned are compliant
• Ensure that the Deed of Assignment clearly outlines the restrictions or limitations of the rights being assigned
• When all restrictions or limitations on the rights being assigned are taken into consideration, checked for compliance and outlined in the Deed of Assignment, this step is complete.
• Consider whether the Deed of Assignment needs to be registered with any government or public agencies.
• Determine if any registration is required or optional.
• Research the relevant regulations and laws to ensure that the assignments are properly recorded.
• Check any local requirements or restrictions.
• Once you have determined that the Deed of Assignment does or does not need to be registered, you can move on to the next step in the process.

• Read over the Deed of Assignment twice to make sure you’re accurately identifying all of the parties to the Deed. Make sure you include the full names and addresses of the assignor and assignee, as well as any other relevant parties. • Check that the legal description of the subject property is accurate. • Ensure that the consideration (the amount being exchanged for the assignment) is stated clearly and accurately. • Make sure that the names of the initial parties to the Deed are also included in the recitals. • Ensure that the recitals and the express terms of the Deed are consistent with one another. • Make sure that the Deed is signed, notarized, and delivered in accordance with state law.

Once you’ve completed the above steps, you can check off this task and move on to the next step in the guide.

• Identify the assignor and assignee. The assignor is the party transferring their rights and the assignee is the party receiving the rights.
• Check all of the details are correct. This includes the names, addresses and other contact information for both parties.
• Draft the deed to ensure that the assignor and assignee are accurately identified.
• You can check this off your list and move on to the next step once you have confirmed that the assignor and assignee have been accurately identified in the deed.
• Ensure that all parties to the Deed have read, understood and agreed to the terms and conditions of the agreement.
• Have all parties affix their signature to the Deed and the accompanying documents.
• Check that all the signatures are dated and in the presence of a witness.
• When all parties have properly executed the Deed, you can move on to the next step.
• Ensure all parties have signed the Deed in the presence of a witness.
• The witness must be an independent third party who is not a party to the Deed.
• The witness must sign each page of the Deed that contains a party’s signature.
• The witness must also include their full name, address and occupation on the Deed.
• Once all of the above requirements are met, then you can check this off your list and move on to the next step.
• Determine the applicable taxes or stamp duty implications for the Deed of Assignment.
• Research any applicable taxes or stamp duty fees for the Deed of Assignment.
• Calculate the applicable taxes or stamp duty fees for the Deed of Assignment.
• Make sure to include the applicable taxes or stamp duty fees in the Deed of Assignment.

Once you have determined the applicable taxes or stamp duty implications for the Deed of Assignment, and included them in the Deed of Assignment, you can move on to the next step.

• Determine the rights that you are assigning and review any applicable laws or regulations to ensure that the assignment of such rights is permitted.
• Consider any applicable contractual restrictions or limitations on the rights being assigned, such as any applicable confidentiality obligations or restrictions on the transfer of rights.
• Once you have determined that the assignment of the rights is permitted and there are no applicable restrictions or limitations, you can proceed to the next step of recording keeping.
• Create a record of the Deed of Assignment, including the date it was executed, by each party
• Maintain a copy of the Deed of Assignment in a secure place
• Record any additional related documents, such as any security documents, release documents, or other agreements
• When all of the above have been done, you can check this off your list and move on to the next step.
• Obtain a physical copy of the original Deed of Assignment
• Ensure the original Deed is signed by both parties
• Keep the original Deed in a safe and secure place, such as a locked filing cabinet or safe
• Make sure the document is stored in a location that is accessible to both parties
• Ensure that the original Deed is not destroyed or tampered with in any way

You can check this off your list and move on to the next step once the original Deed of Assignment is safely stored in a secure location.

• Scan or take a digital photo of the original Deed of Assignment and save it to a secure location.
• Ensure that the digital copy is readable and clearly displays all of the information contained in the original document.
• Ensure that the digital copy is stored in a secure location, preferably on a cloud-based storage system or other secure server.
• Make sure that only authorized personnel have access to the digital copy of the Deed.
• When finished, you will have created a digital copy of the Deed and stored it in a secure manner.
• Read over the Deed of Assignment to ensure accuracy
• Make sure all details are correct, and all parties are named
• Verify that all signatures are complete and accurate
• Make sure the date of the assignment is correct
• Check that the document is formatted and laid out correctly
• Once you are satisfied with the accuracy of the Deed of Assignment, you can move on to the next step.
• Read through the entire document to make sure all the information is correct
• Double check that the names and details of the parties involved are spelled correctly
• Ensure that all the dates are accurate, and that any and all parties have signed the deed in the right places
• Check that the terms and conditions in the deed are consistent with the agreement between the parties
• When you have verified all the details, you can check this off your list and move on to the next step.
• Check the Deed of Assignment to ensure that all required elements are present, including accurate information and signatures of all parties.
• Verify that any and all attachments to the Deed of Assignment are included and accurate.
• Ensure that all dates, signatures, and other pieces of information are accurate and up-to-date.
• Once you’ve confirmed that all of the steps have been completed correctly, you can move on to the next step.
• Seek professional advice from a lawyer or other legal professional to ensure that the deed of assignment is legally binding and enforceable.
• Request that the legal professional checks that all steps have been completed correctly, and that the deed of assignment meets all requirements under local law.
• Ask the legal professional to provide you with written advice on any changes or revisions that may be necessary to make the deed of assignment valid and enforceable.
• Once the legal professional has confirmed that the deed is legally sound, you can check off this step and proceed with the next one.
• Research legal professionals who are able to provide advice and assistance with the drafting of a deed of assignment
• Contact the legal professionals to discuss the specific requirements and details of the deed of assignment
• Ask the legal professionals if they are able to provide advice and assistance with the deed of assignment
• Receive advice from the legal professionals and make changes to the deed of assignment accordingly
• Once you are satisfied with the changes to the deed of assignment, you can move on to the next step.

Q: Does a Deed of Assignment need to be signed?

Asked by John on April 23rd 2022. A: Yes, a Deed of Assignment needs to be signed by both the assignor and the assignee in order for it to be legally binding. The signatures should be witnessed and dated, and should be in front of an independent witness who is not related to either party. It is also important to include the relevant clauses and provisions in the deed, as these will set out the rights and obligations of each party.

Q: What is the difference between an assignment and a novation?

Asked by Sarah on July 29th 2022. A: An assignment is a transfer of rights or obligations from one party to another, while a novation is a transfer of rights or obligations from one party to another with the consent of all parties involved. An assignment does not necessarily require the consent of all parties, while a novation always requires the consent of all parties. Additionally, an assignment can transfer rights or obligations without necessarily extinguishing any pre-existing agreements, while a novation extinguishes any pre-existing agreements.

Q: Is a Deed of Assignment legally binding in different jurisdictions?

Asked by Tyler on October 17th 2022. A: Yes, a Deed of Assignment can be legally binding in different jurisdictions, though the exact requirements for validity may differ from jurisdiction to jurisdiction. In general, however, a Deed of Assignment needs to be signed by both parties and witnessed by an independent third party in order for it to be legally binding. Additionally, the deed should include all relevant clauses and provisions that are applicable in each jurisdiction.

Q: Are there any tax implications when drafting a Deed of Assignment?

Asked by Emma on January 15th 2022. A: Yes, there are tax implications that need to be taken into account when drafting a Deed of Assignment. Depending on the jurisdiction and specific tax laws, there may be tax implications for both parties if they are transferring rights or obligations under the deed. It is important to seek professional tax advice before entering into any agreement that involves transferring rights or obligations between parties as this could have significant financial implications for all involved.

Q: Do I need legal advice when drafting a Deed of Assignment?

Asked by Jacob on June 5th 2022. A: While it is not necessary to seek legal advice when drafting a Deed of Assignment, it is generally recommended in order to ensure that all relevant legal requirements are satisfied and that all involved parties are aware of their rights and obligations under the deed. It is also important to make sure that all language used in the deed is clear and unambiguous so that it can easily be understood by all parties involved.

Q: How can I ensure that my Deed of Assignment is valid?

Asked by Michael on August 28th 2022. A: In order for your Deed of Assignment to be valid, it must meet certain legal requirements which vary between jurisdictions. Generally speaking, your deed should include all relevant clauses and provisions applicable in your jurisdiction as well as signatures from both parties which should be witnessed by an independent third party who is not related to either party involved. Additionally, any language used within the document should be clear and unambiguous so that it can easily be understood by all involved parties.

Q: What information do I need to provide when drafting a Deed of Assignment?

Asked by Ashley on November 10th 2022. A: When drafting a Deed of Assignment, you will need to provide information about both parties involved such as their names, addresses, contact details and any other relevant information required under applicable laws in your jurisdiction. Additionally, you will need to include any relevant clauses or provisions applicable in your jurisdiction which will set out the rights and obligations of each party under the deed as well as any other information required for the document to be legally binding.

Q: What are common mistakes made when drafting a Deed of Assignment?

Asked by Joshua on February 20th 2022. A: One common mistake made when drafting a Deed of Assignment is failing to include all relevant clauses or provisions applicable in your jurisdiction which set out the rights and obligations of each party involved in the agreement. Additionally, failing to have the document signed by both parties or witnessed by an independent third party can render the document invalid or unenforceable under applicable law in some jurisdictions. Moreover, using ambiguous language within the document can also lead to misunderstandings and disputes further down the line which could be avoided if clear language was used throughout the document instead.

Example dispute

Lawsuit referencing a deed of assignment.

• The plaintiff may raise a lawsuit if they have been wronged by the defendant in a way that is outlined in the deed of assignment.
• For example, the deed of assignment may outline that the defendant is responsible for paying a certain amount of money to the plaintiff, and the defendant has failed to do so.
• The plaintiff may also raise a lawsuit if the defendant has failed to adhere to any other obligations laid out in the deed of assignment.
• The plaintiff would need to prove that the defendant has breached the deed of assignment in order to win the lawsuit.
• If successful, the plaintiff may be able to obtain a judgment in their favor, which may require the defendant to pay the plaintiff the money they are owed.
• In addition, the plaintiff may be able to seek other damages, such as punitive damages, if the breach of the deed of assignment was particularly egregious.
• Depending on the severity of the breach, the plaintiff may also be able to seek an injunction to prevent the defendant from continuing to breach the deed of assignment.
• Settlement of the dispute may also be possible, wherein the defendant agrees to pay a certain amount of money to the plaintiff, or agrees to adhere to the obligations laid out in the deed of assignment.

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Deed Of Assignment For Rent Deposits Occupation Lease Deed Of Assignment Of Benefit Of Claim For The Freehold Or Extended Lease House Under Section 8 Or Section 14 Deed Of Assignment Of Equitable Interest In Residential Land Deed Of Assignment Of Goodwill And Intellectual Property Rights Transfer Of A General Partnership To An Llp Deed Of Assignment Of Property Sale Benefits [Section 42 Deed Of A

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Following our article on e-signatures earlier in the year, we have been reflecting on the challenges for executing agreements in a “socially distanced” world.  One such challenge relates to the practicalities of getting signatures witnessed.  In this article we review who makes a suitable witness for signatures and how to navigate the witnessing requirements under English law.

When is a witness required?

A witness to the signature of an agreement will not normally be required if the agreement is a simple contract.

In relation to the execution of deeds [1] , however, there may be a requirement for the signatures of the parties to be witnessed in order for the deed to be validly executed.  This depends on the nature of the contracting party and the method used to sign the deed.  For example, where the signatory to a deed is an individual acting in their own capacity, their signature must be witnessed. [2]   Similarly, a company that wishes to execute a deed by only one director, or an LLP that wishes to execute a deed by only one member, will also need this signature to be witnessed. [3]

Why are witnesses required?

The witness’s role is primarily to guard against forgery or duress.  In the event of a dispute, a witness may be required to provide unbiased evidence about the circumstances of the signing.

Who can witness?

It was established by case law over 150 years ago that a party to a deed cannot also act as a witness to the execution of such deed. [4]   Whilst there is no statutory requirement for a witness to be “independent” (i.e. unconnected to the parties or subject matter of the deed), given that a witness may be called upon to give unbiased evidence about the signing, it is considered best practice for a witness to be independent and, ideally, not a spouse, co-habitee or close family member of the individual signing the deed.  There is no specific bar preventing minors (under 18s) from acting as witnesses, although it would be safer to use an adult witness in order to avoid any subsequent challenge as to the witness’ reliability or mental capacity based on their age.

Consequently, the ideal witness under English law is a person aged 18 or over, who is not a party to the deed, has no commercial or financial interest in the subject matter of the deed and no close personal relationship with the person whose signature they are witnessing.

How do you witness a signature?

There is no clearly prescribed method for attesting signatures set out by statute, but the generally accepted approach is that the witness: (1) watches the signatory sign; and (2) “attests” to the signature by signing a statement in the deed (commonly referred to as an attestation clause) confirming that the deed was signed in their presence.  The witness is not required to vouch for the identity of the signatory or read the document.

It is best practice for the witness to print their name and provide their address and occupation in the attestation clause so that they can easily be contacted should they need to be called upon to help resolve any issues that arise in relation to the execution of the deed.

Does the witness need to be physically present?

It is a statutory requirement that the witness must be present when the executing party signs the deed.  The Law Commission’s 2019  report  on the electronic execution of documents confirms that this means physical presence:

“ … the requirement under the current law that a deed must be signed ‘in the presence of a witness’ requires the physical presence of that witness.  This is the case even where both the person executing the deed and the witness are executing / attesting the document using an electronic signature. ”

Therefore, it is not yet possible to witness a signature via a video call or other virtual methods.  Whilst finding an impartial, non-co-habiting witness who can be physically present at the point of signature would not ordinarily present a significant obstacle for most people, social distancing measures and the current increase in non-office-based working certainly make it more challenging.

Where it is not possible to be in the physical presence of an independent witness, then a family member or cohabiting individual will suffice, providing the witness is not party to the documents or wider transaction.

Do you really need a witness?

For the reasons mentioned above, a witness will be a requirement when an individual is executing a deed, or a company or LLP is executing a deed via a single signatory.

However, given the practical difficulties of witnessing at the moment, a party may wish to consider whether a witness is really necessary.  There are two main ways in which you may be able to avoid a requirement for a witness under English law:

Use a simple contract rather than a deed

Agreements are often drafted as deeds where the agreement includes a power of attorney (which, under English law, must be executed as a deed) or if the agreement has no consideration (e.g. no fees for services or no price for goods/assets being purchased).

One of the most common types of agreement we work with is an assignment of intellectual property rights (IP).  An IP assignment may be drafted as a deed, but in many cases does not need to be.  This may also be the case for other agreements you are reviewing.  If a document has been prepared as a deed, you should consider whether it could be amended so that it can be executed as a simple contract (in which case no witnesses will be needed).

Execute the document with more signatories

The default rules for execution of deeds by companies and LLPs under English law provide multiple options for valid execution of documents.  Whilst execution of an agreement by one director (or member) does require a witness, the company or LLP can avoid this by switching to the two-signatory option.  To execute via two signatories requires a company to have either two directors or one director and a company secretary; and for an LLP to have two members.

Even though this means a greater number of signatories, this may still be preferable to each party needing to sign in the physical presence of a witness.

If you would like further advice on best practice and possible strategies for effective execution of agreements during Covid-19, please get in touch.

[1] Historically, deeds were used for many types of contract. However, over time their use has been limited with the result that they are now primarily used only for agreements in which there is no consideration or where required by statute.

[2] Section 1(3), LP(MP)A 1989.

[3] Section 44(2)(b) of the CA 2006.

[4] Freshfield v Reed (1842) 9 M&W 404 and Seal v Claridge (1881) 7 QBD 516.

This information provides a summary of the subject matter only. It should not be acted on without first seeking professional advice.

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Overview of deed of assignment of intellectual property, march 30, 2017, what is this document.

A Deed of Assignment of Intellectual Property is an agreement between an individual or corporation transferring its intellectual property to another individual or corporation, but signed as a deed.

When would I use this document?

A Deed of Assignment of Intellectual Property can be used in a number of situations, including when a corporation is acquiring another corporation, founders are incorporating a business, and when a party is purchasing a product from another party. It can also be for the assignment of IP by employees.

A deed is a formal document and requires the signature of a witness . Deeds do not require the parties to provide consideration for the agreement, so a deed is useful if the agreement is very one-sided . A deed is also used if the laws of the jurisdiction require the contract to be in the form of a deed.

Who signs this document?

The party assigning its intellectual rights (the assignor ) and the party receiving the assigned intellectual rights (the assignee ), as well as witnesses to those signatures, will sign this document.

More details about this document.

The assignment of intellectual property rights is permanent and the assignor will have no further rights to the intellectual property. Intellectual property that may be assigned includes domain name rights; trademark rights; patent rights; an invention; a business name; copyright, source code etc.

The agreement can also include a release, where the assignor agrees to not bring any claims for rights to the intellectual property.

What are the core elements of the document?

The core elements include: Definition of Intellectual Property; No Third Party Infringement; Release, Assignment, Moral Rights, Waiver and Warranties.

Additional clauses may include: License to Non-Assignable Intellectual Property; Dispute Resolution, Disclaimer; and Compensation.

Related Documents

• Nondisclosure/Confidentiality Agreement - an agreement that protects confidential information.
• Intellectual Property Transfer, Assignment and Release - an agreement that transfers the intellectual property from one person to another eg. from a consultant/contractor or employee to the person who ‘hired’ the consultant/contractor or employee.
• Contractor/Consulting/Services Agreement - this type of agreement can have various names, and is used when a person is paid to provide services but is not hired as an employee. Payment can be flexible eg. money, shares or some other form of compensation.

Signed, sealed and delivered: the deed is done

Certain types of document are not valid unless they are in the form of deeds. The most common of these include transfers of land, certain leases, mortgages and charges, powers of attorney and appointments of trustees.

In English law, deeds differ from ordinary contracts in a number of respects. First, a deed is enforceable whether or not consideration (i.e. money or value in some other form) is given for the obligations undertaken by the parties to it. By contrast, an ordinary contractual promise made for no consideration is not enforceable. Secondly, the limitation period for action to enforce an obligation arising under a deed is 12 years, double the period for action for breach of an ordinary contract. Finally, an ordinary written contract is effective as soon as it is signed (unless its terms state otherwise), but a deed must be both signed and delivered. It is at the point of delivery that the deed becomes binding and effective. Traditionally, the execution and delivery of a deed was accompanied by much formality. Deeds had to be not only signed but also sealed (originally involving the use of sealing wax, more recently requiring red labels to be stuck onto the document). The parties to a deed had to speak certain words confirming that the deed had not only been signed but was also being delivered so as to become effective. Over time, the requirement for a spoken confirmation of delivery fell away. Instead, the parties simply had to show an intention to be bound by the deed. This intention could be shown by action rather than words, for example by a party doing something that the deed obliged it to do (such as handing over the deeds to land or the keys to a property). In the case of companies, the law laid down a presumption that when a company executed a deed, it also intended it to be immediately delivered unless a contrary intention could be proved (now section 46(2) Companies Act 2006). By 1990, even the red seals or stickers became unnecessary. Instead, the law imposed a "face value requirement", in other words a deed had to make clear on its face that it was a deed. For example, the words "executed as a deed" in the document would suffice. Companies no longer had to use a common seal to execute deeds, but could instead have deeds signed by two directors or a director and company secretary. Moving forward, since 6 April 2008, only one director needs to sign a deed for a company, so long as the signature is duly witnessed. Although this gradual reduction in formality and ritual was welcome, a deed must still be delivered in order to become binding. However, for most practical purposes, an executed deed can now be treated as delivered unless there is something to demonstrate that the parties do not intend delivery to take place. This means that in practice, deeds and ordinary contracts are often treated in exactly the same way. In both cases, it is often assumed that the document does not come into force unless and until it is dated. This assumption is incorrect. Once a deed has been executed and delivered, it is binding and cannot be revoked unless either the parties agree to this (by way of a further deed) or there is provision in the deed permitting revocation by other means. The consequences of this can be seen from the decision of the High Court in Silver Queen Maritime Ltd v Persia Petroleum Services plc [2010] EWHC 2867 QB. Two companies were in litigation over failures to make payments for services. Negotiations brought about a settlement, the terms of which were set out in a settlement deed. The settlement deed did not contain an express provision allowing it to be revoked. The deed was executed by the defendant and emailed to the claimant's solicitors. The email said nothing about delivery of the deed. The defendant subsequently discovered that certain material facts had not been disclosed by the claimant during the settlement negotiations. The defendant's solicitors therefore notified the claimant's solicitors (on the morning following the sending of the settlement deed by email) that the defendant was no longer prepared to be bound by the settlement deed. The claimant then duly executed the deed and it was returned (undated) to the defendant's solicitors. The claimant indicated to the defendant that the claimant regarded the deed as binding. This was disputed by the defendant. There were then further settlement discussions in which the claimant indicated that it would accept a lower amount than that specified in the deed provided this amount was paid in full within a few weeks. The defendant alleged that this further offer meant that the claimant could no longer rely on the terms of the settlement deed. The High Court ruled that the settlement deed remained fully enforceable against the defendant. This was unaffected either by the defendant's statement that it was no longer prepared to be bound by the deed or the subsequent discussions between the parties. The court held that a deed could be delivered in the following ways:

• unconditionally: the deed takes effect immediately and is irrevocable;
• in escrow: the deed is irrevocable but does not take effect unless and until the relevant escrow conditions are satisfied; or
• passed to an agent who was instructed to deal with it in a particular manner: the deed is revocable and does not take effect unless and until the agent complies with those instructions, at which point the deed is delivered and takes effect.

The court held that the settlement deed had been delivered in escrow, being conditional only on being executed by the claimant and returned to the defendant's solicitors. The defendant had not, in executing the deed and instructing its solicitors to send it to the claimant's solicitors for execution, indicated that it reserved any right to withdraw from the settlement. Nor did the terms of the deed itself permit such a withdrawal. The absence of a date from the document was irrelevant, as the correspondence between the parties and their solicitors clearly showed when delivery took place. For the purposes of section 46(2) Companies Act 2006, the defendant could not prove any contrary intention to the deed being delivered by it immediately on execution. In order to do so, the defendant would have needed to state such an intention openly to the claimant. Accordingly, the settlement deed was presumed to have been delivered when executed. Furthermore, the deed was unaffected either by the alleged non-disclosure of material facts or by the parties' subsequent discussions. The non-disclosure was not in breach of the Civil Procedure Rules, nor was it fraudulent. There was no relationship of trust between the parties such that non-disclosure would amount to a breach of fiduciary duty. The further discussions were merely that; discussions between parties who were, at that stage, in dispute over whether or not a binding settlement had been concluded between them. No further binding agreement had been reached during the discussions. When executing deeds, always remember that what matters most is not signing or dating, but delivery. If you are executing a deed which you do not intend to become fully effective immediately, ensure that you clearly state to the other parties (preferably in writing) any conditions attaching to delivery. In most cases, it will be sufficient for the deed to contain a provision stating that the parties do not intend delivery to take place until they insert the date of the document. At the very least, it can be agreed that a deed executed by one party is sent to the other party on condition that it is held to the order of the first party until both parties agree that it comes into force. In practice, very similar issues will arise in relation to ordinary contracts; always be clear about when they are intended to come into effect, regardless of signing and dating. A specific issue can arise in relation to mortgages and charges executed by companies. Particulars of these must be delivered to the Registrar of Companies within 21 days of being created. If they are not, the security is rendered unenforceable against a liquidator, administrator or creditor of the company. In addition, the company and defaulting directors face fines. It is sometimes overlooked that the 21 day period starts to run as soon as the mortgage or charge is executed (if it is not made clear that delivery is not to occur until later), even if this is done in advance of the document being dated.

NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Gowling WLG professionals will be pleased to discuss resolutions to specific legal concerns you may have.

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Witnessing the deed

The first-tier tribunal (property chamber) has followed the lead given by the law commission and held that a deed may not have been validly executed if the witness was not physically present when the signatory signed the deed..

Section 1(3) of the Law of Property (Miscellaneous Provisions) Act 1989 says that an individual executing a deed must do so in the presence of a witness who attests the signature. The law is over 30 years old and technology has progressed considerably in that period. Documents can be executed electronically. People can work remotely over video links. How does section 1(3) accommodate new ways of working?

The Law Commission reviewed the law relating to the electronic execution of documents in a 2019 consultation. Its provisional view was that, in relation to deeds, section 1(3) required the person witnessing the deed to be physically present when the signatory signed the deed. This view has been followed by the First-Tier Tribunal in Yuen v Wong .

The case involved an allegation that a transfer had been forged allowing property to be transferred from joint proprietors into the name of one of them. The applicant claimed that even if the transfer had not been forged, the transfer was not validly executed as his signature had been witnessed remotely over Skype and the witness had not attested his signature until a few days later when the document had been returned to the UK.

The tribunal judge held that the applicant had signed the transfer. Signing had taken place in Hong Kong, in a meeting between the applicant and respondent. The respondent’s solicitor, based in the UK, had joined the meeting by Skype. She had taken steps to verify the applicant’s identity before he signed the transfer and had viewed the signing remotely. When the transfer had been posted to her in the UK, the solicitor then added her own signature and details to attest the signature.

Although the applicant’s claim failed on other grounds, the tribunal judge held that there was an arguable case that the transfer had not been validly executed. In the absence of judicial authority, the tribunal judge decided that, given the views expressed by the Law Commission, the courts might conclude that a deed was not validly executed where the witness viewed the signature remotely.

The later adding of the witness’s signature, however, was not a reason for holding that the deed was invalidly executed. The tribunal judge was bound by recent case in which the court had held that the witness could witness the signature and then add their own signature later. Signing by the witness did not need to be contemporaneous with signing by the person executing the deed.

The prevailing view seems to be that a person witnessing the execution of a deed needs to be physically present. Although the Yuen case involved a wet-ink signature by an individual, the reasoning would be equally applicable to a company executing a deed by one director in the presence of a witness or to documents that are being executed electronically.

Interestingly, one of the reasons why the Law Commission tended to the view that a witness needs to be physically present is to ensure that the witness could immediately attest the signature. However, since the Law Commission made its report, the courts have held that attestation does not need to be cotemporaneous – so the legal position remains uncertain.

Pending a definitive ruling by the court, best practice must be to ensure that a person executing a deed is physically present when the deed is signed to ensure that the deed has been validly executed.

Ultimately, the government needs to bring forward legislation that takes into account technological advances to ensure that deeds can be executed in a straightforward, binding and secure manner.

Man Ching Yuen v Landy Chet Kin Wong First Tier Tribunal (Property Chamber), 2020 (ref 2016/1089)

This information is for general information purposes only and does not constitute legal advice. It is recommended that specific professional advice is sought before acting on any of the information given. Please contact us for specific advice on your circumstances. © Shoosmiths LLP 2024.

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Understanding a deed of assignment for intellectual property

A deed of transfer is used to change the ownership of intellectual property, a common occurrence in business. Explore how and when to use one.

Find out more about intellectual property basics

by   Brette Sember, J.D.

Brette is a former attorney and has been a writer and editor for more than 25 years. She is the author of more than 4...

Read more...

Updated on: November 24, 2023 · 3 min read

Understanding intellectual property in business

How to transfer intellectual property rights in business, what to include in a deed of assignment, registering new ownership, restrictions on intellectual property transfers.

Most companies have intellectual property as part of their assets, including software, product design, or copyright to white papers. Buying or selling such property is done using a document called a deed of assignment.

A large part of what a business consists of may be tied to intellectual property . It's easy to see physical property a company owns, such as a building, office furniture, or inventory, but intellectual property can be more challenging to identify.

Most businesses have intellectual property, or works created by human minds or, in some cases, by computers. Some examples of intellectual property include architectural drawings, ad campaigns, company or product names, inventions, and source code.

Examples of when transfers of intellectual property might happen include when a company is buying another company, when you are setting up an LLC and want to transfer your intellectual property into the company, or when a business buys product rights from another company or individual.

A deed of assignment can be done in one transaction, instead of one transaction for each item of intellectual property, by transferring all ownership rights of all intellectual property detailed in the deed. The document is signed by both the buyer and seller. No payment is required for it to be valid.

A deed of assignment must be in writing and should include:

• The names and addresses of the assignor and assignee
• A description of the program or product for which the rights are being transferred
• A statement that all intellectual property rights to the property are being transferred
• Signatures of the parties and the date of the agreement execution

The deed could also include the following sections, where applicable:

• Consideration, or payment, to be made to the original owner.
• Warranties, or promises that the intellectual property rights being assigned don't infringe on anyone else's intellectual property rights . For example, in a deed regarding the transfer of a copyright, this section could state that the copyrighted work is original and not owned by someone else.
• Indemnification, or promise by the seller to reimburse the assignee if there is some problem with title to the property.
• Future assignments. For example, the agreement could be ongoing, so that anything the assignor creates in the future for this product or program is also transferred to the buyer.

Although a deed of assignment transfers ownership in intellectual property , it does not change the registration of the ownership. The assignee is responsible for handling all registration requirements.

For example, if a patent is transferred via a deed of assignment, the new owner must record the change in ownership with the U.S. Patent and Trademark Office. Similarly, the transfer of a copyright is recorded with the U.S. Copyright Office.

Transfers of intellectual property must comply with U.S. laws. One obvious caveat is that you can't transfer property you don't own. Transfers must also comply with antitrust laws, which are set up to prevent one company from completely dominating an industry.

If intellectual property rights are being transferred overseas, the transfer must comply with Export Administration Regulations and the International Traffic in Arms Regulations , which are designed to protect national security and trade.

The deed of assignment can be a crucial part of a business deal or transaction. You can create a deed of assignment yourself, or you can work with an attorney .

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