This case report is now 0 months old and may not represent current law.
Does a witness have to sign a deed? Yes, and where a company signs a deed through one director and a witness, the High Court has now confirmed that the witness has to sign the document to show they saw the director sign, and it isn’t enough that somebody was in the room watching. In this case the missing witness signature meant that a power of attorney in a fund’s partnership agreement never came into existence, so the general partner’s attempt to use it to move an investor into a new Cayman Islands partnership agreement failed.
Most people treat the witness as a formality, and assume a court will be practical about it if everyone behaved as though the document was a deed, but that isn’t how it went here.
The case is 3Kings Holdings Limited v TCF 1 GP Limited [2026] EWHC 2620 (BP), decided by HHJ Paul Matthews, sitting as a judge of the High Court in the Business and Property Courts in Bristol, on 16 October 2026. It’s a first instance decision, so it could be appealed, although on the main point the judge was following an earlier High Court decision and agreed with it.
What happened
TCF 1 GP Limited was the general partner of an English private fund limited partnership set up in 2020, most of whose investors were in the US. 3Kings Holdings, a Maltese company with a sole director, became a limited partner in 2022 when its director signed the limited partnership agreement. A clause near the end said that each party executed and delivered the agreement as a deed, and clause 26 gave the general partner a power of attorney to sign various documents on behalf of the limited partners.
There was no space on the signature page for a witness and no witness signed it, although there was evidence that someone had seen the director sign (the general partner said several people had).
In August 2023 the general partner decided the fund would be better run from the Cayman Islands and signed a new partnership agreement governed by Cayman law, with an exclusive jurisdiction clause in favour of the Cayman courts. It signed for itself and, it said, for the limited partners under the power of attorney in the English agreement. In October 2025 3Kings asked the English court for a declaration that the partnership was still governed by English law, and the general partner challenged the court’s jurisdiction on the strength of the Cayman jurisdiction clause.
Why the witness had to sign
Under section 44 of the Companies Act 2006 a company can execute a document by its common seal, by two authorised signatories (two directors, or a director and the company secretary), or by one director “in the presence of a witness who attests the signature”. 3Kings had used the last of these.
The general partner argued that “attests” just means witnesses, so the witness only had to be there. The judge disagreed, and went through the history, including the Law Commission’s 1987 report behind the Law of Property (Miscellaneous Provisions) Act 1989, which recommended making written attestation of deeds compulsory, and concluded that attesting a signature includes signing the document as a witness. As nobody had signed as a witness, 3Kings hadn’t executed the agreement as a deed.
3Kings had also argued that the agreement didn’t make it clear “on its face” that it was meant to be a deed, as it called itself “this Agreement” throughout, but the judge held that the face of a document isn’t just its first page and the deed wording near the end was enough. So the parties did intend a deed; the problem was only in how 3Kings signed it.
Can’t everyone just agree to treat it as a deed?
The general partner argued that 3Kings had treated the agreement as binding (it had asked for accounting information under it) and so was estopped from saying it wasn’t a deed. The judge accepted that 3Kings was bound by the agreement’s terms, but that didn’t mean it had executed a deed, which is what granting a power of attorney needs. He followed Briggs v Gleeds, a 2014 High Court decision on unwitnessed pension scheme deeds, and distinguished the Court of Appeal’s decision in Shah v Shah, where a signatory was prevented from denying proper attestation because the document carried a witness signature and looked valid. A document that doesn’t even look like a valid deed can’t be saved by estoppel, as other people need to be able to rely on what it shows rather than on a private understanding between the parties.
No deed, no power of attorney
Section 1(1) of the Powers of Attorney Act 1971 says that an instrument creating a power of attorney has to be executed as a deed by the person giving it. The general partner said clause 26 should still work as ordinary written authority under a contract, but the judge pointed out that before 1971 an attorney could often be appointed in simple writing and Parliament had deliberately tightened the rule; in his words, “A written contract is just not enough.” Without a valid power of attorney the general partner couldn’t sign the Cayman agreement for 3Kings, and the Cayman law and jurisdiction clauses didn’t bind it.
That was enough to decide the case, although the judge went on to say the general partner would have lost anyway, because the power wasn’t wide enough to sign investors up to a new Cayman agreement, it wasn’t exercised properly and the move was a material change to the partners’ rights. He granted the declaration, with its wording to be settled between the parties; the rest of the claim and costs weren’t dealt with in this judgment.
Can a party to the deed also be the witness?
In passing, and without it being argued, the judge said there’s no reason in principle why someone signing as a party can’t also witness another party’s signature, provided they intend their signature to do both. That’s a comment rather than a decision, though, and the safer course is still an independent witness who signs clearly as a witness.
Why this matters outside fund structures
Powers of attorney turn up in ordinary business documents all the time. Shareholders’ agreements often give the company or the other shareholders power to sign a share transfer on behalf of a leaver who won’t cooperate, or a minority shareholder who is being dragged along on a sale, and I’ve written before about why those clauses need the document to be a deed. A share purchase agreement will sometimes contain one too, for example so the buyer can exercise the rights attached to the shares until the transfer is registered. If the person giving the power didn’t execute the document properly as a deed, the power doesn’t exist, and you may only find that out years later when you come to use it against someone who has every reason to argue the point.
What to do now
If you have a shareholders’ agreement, or any other document you’d rely on that contains a power of attorney, look at the signature page. Where it’s meant to be a deed, check that each company signed by two directors, by a director and the company secretary, or by one director whose signature was witnessed by someone who also signed (ideally adding their name and address), and that each individual’s signature was witnessed in the same way. If anything is missing it’s far easier to put right now, by having the document signed again properly or by a short confirmatory deed, while everyone is still on good terms, than when you need to rely on the power against someone who doesn’t want to cooperate.
For anything new, use a proper deed execution block with space for a witness, and don’t let a single director sign a deed with nobody signing alongside them. If you’re signing electronically, make sure the witness’s own signature is captured on the document as well.
I draft shareholders’ agreements and sale documents, including the execution pages that make them work, and can check whether what you’ve already signed does what you think it does. Get in touch if you need some help.
Written by Steven Mather, a business solicitor acting on company sales and purchases. This is general information about the law, not legal advice on your situation.
Written by Steven Mather, a business solicitor acting on company sales and purchases. This is general information about the law, not legal advice on your situation. Law correct as at .
