A German Vertragsstrafe clause translated as "liquidated damages" reads, to an English lawyer, like a clause that has already passed the penalty test. It has not. Under section 339 of the German Civil Code, a Vertragsstrafe is a sum promised "als Strafe", as a penalty, for failing to perform or to perform properly. And as the Supreme Court put it in Cavendish v Makdessi, the classification of a term under the English penalty rule "depends on the substance of the term and not on its form or on the label which the parties have chosen to attach to it" ([2015] UKSC 67, para 15).
The honest legal contract translation keeps the original label, renders it literally, and leaves the legal analysis to the lawyers. That is the principle behind everything below: contracts are the documents where a translator's word choices become the parties' obligations.
This guide covers which language version prevails, when a contract translation must be certified, translated contracts in English courts, employment contracts, Welsh, contracts going abroad and the problems that recur.
Which language version of a bilingual contract prevails?
The one the contract says prevails. English law leaves the choice to the parties: under the Rome I Regulation as it applies in the UK, "a contract shall be governed by the law chosen by the parties" (Article 3), and that law governs its "interpretation" (Article 12). A language clause stating that one text governs settles most disputes before they start.
When both versions are equally authoritative and they differ, no UK statute decides. International soft law leans one way: the UNIDROIT Principles of International Commercial Contracts give "a preference for the interpretation according to a version in which the contract was originally drawn up" (Article 4.7). For consumers, the Consumer Rights Act 2015 settles it: if a term "could have different meanings, the meaning that is most favourable to the consumer is to prevail" (section 69), and written terms must be transparent (section 68).
| What the contract says | Effect | What the translation should do |
|---|---|---|
| "The English version prevails" | The English text governs | Follow the English text; note any discrepancy in the other version |
| Both versions "equally authentic" | Two originals of equal weight | Flag differences in translator's notes; never quietly harmonise them |
| No language clause | The governing law decides; for consumers, section 69 | Translate the signed text and flag every ambiguity |
| Only a foreign-language version signed | That text is the contract | The English translation is evidence of its meaning, not a second contract |
When does a contract translation need to be certified?
When someone relies on it officially. The receiving body decides:
| Use | What is needed | Source |
|---|---|---|
| Home Office application | A certified translation that is dated, confirms accuracy and gives the full name, signature and contact details of the translator or company official; credentials too for leave to remain and ILR | Immigration Rules, para 39B(f) |
| Court proceedings | A translation placed next to the original, agreed or with each party's version | King's Bench Guide 2026, para 14.5(10) |
| HM Land Registry, deed signed under a foreign power of attorney | Certified copy of the power with "a verified translation", and a legal opinion with "a certified translation" | Practice Guide 9 |
| Authority or registry abroad | Often a notarised translation with an apostille, or a sworn translation made in that country | The destination's own rules |
GOV.UK's Skilled Worker page puts it plainly: "If your documents are not in English or Welsh you'll also need to provide a certified translation." What the certificate must contain is set out in our guide to certified translation statement requirements, and powers of attorney have their own guide on power of attorney translation.
How is a translated contract used in an English court?
As evidence of what the original says. The King's Bench Guide says documents in a foreign language "should be translated; the translation should be marked and placed adjacent to the document translated", and agreed, or "if it cannot be agreed, each party's proposed translation should be included" (para 14.5(10)).
Disclosure itself carries no duty to translate in the Business and Property Courts: Initial and Extended Disclosure do not "require any document to be translated" (PD 57AD, paras 5.7 and 9.10). In the Commercial Court, though, translations a party "has in fact obtained" of documents it discloses must be disclosed too (Commercial Court Guide, para E.6.3), so a rough working translation of a key contract can end up in the other side's hands.
Keep two questions apart. What the words of a foreign contract say is a translation question. What they mean under a foreign governing law is foreign law, which "is a matter of fact to be proved by evidence" (Commercial Court Guide, para H.3.1), usually by an expert. Our guide to certified translations for UK courts covers bundles, disputed translations and costs.
Do employment contracts need translating?
Not by statute, but understanding them matters. Section 1 of the Employment Rights Act 1996 requires a written statement of particulars "not later than the beginning of the employment", and GOV.UK says the principal statement must be given "on the first day of employment". Neither sets a language.
Sponsors of visa workers carry more. The Home Office says sponsors must ensure "workers understand their employment rights" and must keep evidence of the information they provide (sponsor guidance Part 1, paras L2.6 and L2.7). Appendix D requires a copy of the contract or written statement showing the parties' names and signatures, start and end dates, the job, the hours and the pay. A translated contract or rights summary is one practical way to show that a worker who reads little English was properly informed; see sponsor licence records and translations.
In the other direction, a foreign employment contract sent to the Home Office as evidence needs a certified translation, with every clause, salary figure and signature translated; paragraph 39B(f) sets out what the certificate must contain.
Can a contract be written in Welsh?
Yes. The Welsh Language (Wales) Measure 2011 gives Welsh "official status in Wales" and refers to the enactments on "the validity of the use of the Welsh language" (section 1). In civil proceedings in or connected with Wales, "any document placed before the court ... may be in the English or Welsh Language", provided the court is told as soon as practicable, and the HMCTS Welsh Language Unit "provides translation facilities" (Welsh language practice direction, paras 1.4 and 1.5). The Home Office treats Welsh like English: its rule applies only to documents "not in English or Welsh".
What does a UK contract need before it is used abroad?
Usually three things: certification by a UK notary or solicitor, an apostille, and a translation the destination accepts, in the order the destination requires. GOV.UK says documents such as "a power of attorney, a contract or a qualification certificate" can be legalised once they have been "certified by a UK 'public official', such as a UK notary or solicitor". Check first whether the authority wants the original contract, a certified copy, or the translation itself apostilled.
The translation rules then belong to the destination. Some accept a notarised and apostilled translation from the UK; others insist on a sworn translator in their own country, as our guide to certified vs notarised translation explains. Where a notarised and apostilled translation is accepted, Official Translations can supply one: the certified translation is notarised and then apostilled, with the apostille attached to the translation rather than to your contract. See our apostille service.
Where do contract translations go wrong?
In the places where a small shift changes an obligation:
- Modal verbs. "Shall", "must", "may" and "should" carry different weight. A "may" for a "shall" turns a duty into an option.
- Endeavours clauses. English courts treat a duty to use reasonable endeavours as "less stringent than one to use best endeavours" (Rhodia v Huntsman [2007] EWHC 292 (Comm), para 35). Where the source phrase could mean either, the translator says so in a note.
- Penalty and damages clauses. Keep the original label beside the English, as with Vertragsstrafe, so lawyers can see what the parties actually agreed.
- Defined terms. One English rendering per defined term, used identically in the contract, schedules, side letters and amendments.
- Dates. 03/04/2026 is 3 April in day-first formats and 4 March in month-first ones; translate dates with the month in words.
- Numbers and currency. "1.250,00 EUR" uses a decimal comma and means one thousand two hundred and fifty euros. Keep the currency code, and where amounts appear in words and figures, translate both and flag any mismatch rather than fixing it.
- Company names. GmbH, S.A. and similar forms stay as written, with registered numbers exactly as shown, never converted to "Ltd".
- Execution evidence. Signature blocks, initials, stamps, notarial certificates and annexes are part of the document; translate them or describe them in square brackets.
Checklist: before you send a contract for translation
Questions people ask
Is a translated contract legally binding?
The signed text is the contract. A translation is evidence of what it says, unless the parties sign the translation as a version of the contract, in which case the language clause decides how the versions relate. That is why a contract should say which text prevails.
Which version prevails if a bilingual contract has no language clause?
No UK statute decides. The governing law interprets the contract under the Rome I Regulation, the UNIDROIT Principles prefer the version in which the contract was originally drawn up, and in a consumer contract the meaning most favourable to the consumer prevails. Take legal advice before relying on either version.
Does a contract translation need to be certified or notarised?
It needs certification when an authority relies on it, such as the Home Office, which sets out the certificate's contents in paragraph 39B(f). For court, the translation sits next to the original and is ideally agreed. Notarisation and an apostille are usually needed only for authorities abroad.
Do I have to give an employee a contract in their own language?
The Employment Rights Act 1996 requires a written statement of particulars from the first day but sets no language. Sponsors of visa workers must ensure their workers understand their employment rights and keep evidence of it, and a translation is one practical way to do that.
Should the whole contract be translated, including the schedules?
Yes, for any official use. Schedules often hold the prices, specifications and definitions that the clauses depend on. If you translate only part, the translation must say it is an extract and list what it covers, so nobody mistakes it for the whole contract.
Can the translator correct mistakes in the original contract?
No. A translator renders the text as written and marks an apparent error with [sic] or a translator's note. A translation that silently corrects the original changes the evidence and can mislead a court or the other party.
How much does a contract translation cost and how long does it take?
Official Translations charges £29.95 per page, a page being up to 300 words of the source document, so a 3,000-word agreement counts as ten pages. Each translation comes with a signed certificate of accuracy; one-page documents usually arrive as a signed PDF within 24 hours and longer contracts in 1 to 3 business days.
