What it means
The word simply means an addition to a will. A codicil identifies the will it amends by date, states clearly which clauses are being changed, added or revoked, and confirms that everything else in the will stands unaltered.
Formality is the point that catches people out. A codicil generally has to meet the same execution requirements as the will itself, meaning it must be in writing, signed by the person making it and witnessed by the required number of independent witnesses, so a handwritten note pinned to a will usually has no legal effect.
Business owners encounter codicils more often than they expect, because a will frequently deals with company shares. If a shareholder sells part of the business, brings in a new partner or restructures a holding company, the clause in the will that gifts those shares can become inaccurate and needs amending.
Codicils interact with other documents in ways that need checking. A shareholders agreement or partnership deed may contain buy-sell provisions that override whatever a will says about who inherits shares, and life insurance and pension nominations pass outside the will entirely.
Modern practice increasingly favours rewriting the whole will rather than adding a codicil, because word processing has made a fresh document almost as cheap to produce. Multiple codicils accumulated over decades create ambiguity, increase the risk of a challenge and make the executor's job harder.
There is one situation where a codicil remains genuinely useful: a single, clean, uncontroversial change made shortly after the will was written, where reopening the whole document would invite unnecessary review. Even then, the amendment should be drafted so that it cannot be read as conflicting with any surviving clause.
In practice
Real-world examples.
Example
A founder's will leaves her 40% stake in a manufacturing company to her brother, who then emigrates and gives up his directorship. She signs a codicil redirecting the stake to a family trust while leaving every other clause of the will untouched.
Example
A retired partner discovers that the accountant named as executor in his 1998 will has died. Rather than rewrite the entire document, he executes a codicil naming a new executor and confirming that all other provisions stand.
Example
A property investor adds a specific gift of a holiday cottage to a niece by codicil, six weeks after signing her will. Because the cottage is not mentioned anywhere else in the will, the amendment is clean and creates no conflict with the residuary clause.
Case study
Seen in the real world.
The following is a fictional and illustrative story. Tamsin Ovaldi, sole founder of Ovaldi Instruments, signed a will leaving her entire shareholding to her two children in equal shares. Four years later she sold 30% of the company to a private investor and signed a shareholders agreement containing a compulsory buy-back clause that applied on the death of any shareholder.
Her solicitor recommended a fresh will rather than a codicil, because the shareholding clause, the executor appointment and the residuary provisions all needed attention. Tamsin, wanting to keep costs down, insisted on a codicil that only updated the percentage figure. It was properly signed and witnessed, so it was legally valid.
When she died some years later, the executors found that the codicil's percentage no longer matched reality after a further share issue, and the buy-back clause in the shareholders agreement took priority over the will in any case. The estate was settled correctly in the end, but the family spent nine months and a significant legal bill establishing what should have been obvious, which is the point this illustrative case is meant to make.
Watch out
Common mistakes.
- Writing changes by hand on the face of the original will or attaching an unsigned note, neither of which normally has any legal effect and both of which can cast doubt on the will itself.
- Assuming a codicil revokes the will, when it only amends the clauses it names and leaves everything else in force.
- Piling up several codicils over the years without checking whether they contradict one another, which is one of the most common reasons an estate becomes contested.
Questions
People also ask.
Does a codicil need witnesses?
Yes, in almost all jurisdictions it must be executed with the same formalities as the will itself, which normally means independent witnesses who are not beneficiaries.
Is it better to write a codicil or a new will?
For a single, simple change soon after the will was made, a codicil is fine, but for anything involving multiple clauses or a change in family or business circumstances, a fresh will is usually safer and barely more expensive.
Can a codicil bring a revoked will back into effect?
In some jurisdictions a codicil that refers to an earlier revoked will can revive it, which is precisely why amendments should be drafted by someone who understands the local rules.
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