Affidavit And Indemnification Agreement Template for England and Wales

This document combines two distinct legal instruments. An affidavit is a written statement of facts sworn on oath before an authorised person. An indemnification agreement is a contract by which one party agrees to compensate another for specified losses. Together, they are used where a party needs to make a sworn factual statement and simultaneously give a financial guarantee to cover any loss arising from reliance on those facts.

Common situations include replacing a lost share certificate, making a payment to a deceased person's estate before probate is granted, correcting administrative records, or confirming ownership of assets where original documentation is unavailable. Banks, insurers, and financial institutions routinely require an affidavit supported by an indemnity before they will act on the strength of the declaration alone.

Under the Oaths Act 1978, an affidavit must be sworn before a person authorised to administer oaths, including a solicitor, a Commissioner for Oaths, or a court officer. The witness cannot be a party to the affidavit or have a personal interest in it. The jurat must record the date, place, and the full name of the person administering the oath.

Both are sworn written statements of truth. An affidavit is used primarily in legal proceedings and involves a full oath. A statutory declaration is made under the Statutory Declarations Act 1835 and is used for administrative and non-litigation purposes. Both carry criminal liability under the Perjury Act 1911 for false statements, but the formalities differ slightly and different institutions prefer one form over the other.

Making a false statement in an affidavit used in judicial proceedings is perjury under the Perjury Act 1911, which carries a maximum sentence of seven years' imprisonment. Making a false statutory declaration is also a criminal offence under the same Act. These consequences are one reason why financial institutions typically require an affidavit to be accompanied by an indemnity rather than relying on the declaration alone.

The indemnity should cover all losses, costs, and expenses that the recipient suffers as a direct result of acting in reliance on the affidavit. It should specify whether the indemnity is capped or unlimited, how long it remains in force, and the process for making a claim under it. Banks and financial institutions often require the indemnity to be unlimited in amount and to survive indefinitely where the subject matter is a lost negotiable instrument.

The indemnification element is a contract and does not need to be witnessed in the same way as an affidavit. However, if the indemnity is executed as a deed (which may be required if there is no other consideration), it must be signed in the presence of an independent witness who also signs. Executing as a deed removes any uncertainty about whether the indemnity is supported by sufficient consideration.

Yes. A company in England and Wales can give a statutory declaration through a director or company secretary, but cannot take an oath in the same way as an individual. The affidavit element therefore typically takes the form of a statutory declaration from the relevant officer. The company's indemnity is signed as a deed under its common seal or by two authorised signatories, in compliance with the Companies Act 2006.