In a legal document, the word “hereby” means “by this very document, right now.” The legal meaning of “hereby” is functional: it marks the sentence as the one actually carrying out the action, whether that action is transferring property, assigning rights, swearing to a fact, or revoking an earlier will. And to answer the question most people are really asking when they look the word up: no law requires it. A contract, deed, or affidavit without “hereby” can be just as binding as one that uses it.
What the Word Actually Does
“Hereby” points back at the document containing it. When a deed says “I hereby grant this property,” the deed is not describing a transfer that already happened or one that will happen later. The deed is the transfer. The signing is the moment ownership changes.
That self-referential quality is what separates “hereby” from ordinary description. “The seller sold the house last Tuesday” reports a past event. “The seller hereby conveys the property to the buyer” is the event. Without some signal that the document is doing the work rather than recording it, a court could be left to guess whether the parties finished the transaction or just wrote about their plans.
Why Drafters Use Performative Language
Linguists call sentences that change reality rather than describe it “performative.” “The bridge is closed” describes something. “I hereby declare this bridge closed” creates a new legal state of affairs at the moment it’s signed or spoken by someone with authority.
Law depends on pinpointing when a right was created, transferred, or destroyed. A release of liability needs to make clear that signing the release is what extinguishes the claim. If the wording is ambiguous about timing, the other side may argue the release was only a statement of future intent. “Hereby” resolves that ambiguity in a single word, which is why drafters have kept it for centuries even as the rest of their vocabulary has modernized.
Where You’ll See It
The word turns up across a wide range of legal and official documents:
- Real estate deeds. “I hereby grant” is a standard operative clause. The granting clause is what actually transfers title from seller to buyer at closing.
- Wills. A testator typically writes that they “hereby revoke all prior wills and codicils,” making the new will the only valid expression of the person’s wishes.
- Affidavits. When someone “hereby swears” or “hereby declares” that statements are true, they place themselves under penalty of perjury. Federal perjury charges carry up to five years in prison.1Office of the Law Revision Counsel. 18 USC 1621 – Perjury Generally
- Employment agreements. Employees often sign clauses stating they “hereby assign” all intellectual property created during employment to the employer, transferring ownership of inventions and creative work at the moment of signing.
- Powers of attorney. A principal uses this language to designate an agent who can handle financial decisions, pay bills, or manage property on their behalf.2Consumer Financial Protection Bureau. What Is a Power of Attorney (POA)?
- Government proclamations. Official declarations and executive orders use the word to give legal force to public announcements.
In each case the function is the same. “Hereby” marks the operative clause, the part of the document that does the legal work rather than providing background or setting terms for the future.
Is “Hereby” Legally Required?
No. No federal statute and no general principle of contract law requires the word “hereby” to appear for a document to be binding. The Uniform Commercial Code, which governs the sale of goods, provides that a contract “may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence” of a deal.3Legal Information Institute. UCC 2-204 – Formation in General There are no magic words.
The same holds for electronic agreements. The federal E-SIGN Act provides that a contract or signature cannot be denied legal effect solely because it is in electronic form.4Office of the Law Revision Counsel. 15 USC 7001 – General Rule of Validity The statute says nothing about requiring particular formal language. What matters is that the parties showed their intent to agree.
A contract that says “the seller transfers the property to the buyer” accomplishes the same thing as one that says “the seller hereby transfers the property to the buyer.” Courts look at the substance of the agreement, the intent of the parties, and whether the essential elements of a contract are present. They do not invalidate otherwise valid agreements because a drafter skipped a traditional adverb. If you’re reviewing a document that doesn’t contain “hereby,” that alone is no reason for concern.
The Shift Toward Plain Language
Legal writing is moving away from traditional formalities, and “hereby” is one of the words drawing the most criticism. The Securities and Exchange Commission’s Plain English Handbook groups it with terms like “aforementioned,” “whereas,” and “hereinafter,” calling these “lawyerisms” that “give writing a legal smell, but they carry little or no legal substance.”5U.S. Securities and Exchange Commission. A Plain English Handbook: How to Create Clear SEC Disclosure Documents Legal drafting expert Bryan Garner has described “hereby” as “flotsam” that can be cut with no loss of meaning. His position, shared by a growing number of drafters, is that a clear active verb does the same job without the archaic packaging. “The company assigns all rights” is just as enforceable as “the company hereby assigns all rights,” and easier for a non-lawyer to read.
Not everyone agrees. Some practitioners argue the word earns its place in documents where timing matters, like settlement agreements or releases of liability, because it leaves no doubt the legal effect is immediate. In a five-page contract with dozens of clauses, “hereby” flags the sentence that actually pulls the trigger. That signaling function has practical value even if it isn’t legally required, and many experienced drafters keep it for high-stakes documents while dropping it from routine ones.
What to Do When You See It
If you’re reading a contract, deed, or affidavit and encounter “hereby,” treat the sentence it appears in as the operative clause. That’s the sentence doing the legal work. Everything else in the document is likely definitions, conditions, or background. When you sign a document containing “hereby,” you’re confirming that the document itself is carrying out the action described, whether that’s transferring property, assigning rights, or revoking a prior agreement.
If you’re drafting a document yourself, you don’t need the word. A clear, active sentence that states what’s happening is legally sufficient. If you’re working with an attorney who includes it, there’s nothing wrong with leaving it in. It’s a matter of style and emphasis, not validity.