Execution of Documents Under the Companies Act 2006

 
Section 44 of the Companies Act 2006 (CA06) came into force on 6th April 2008 and was introduced mainly to reflect changes permitting private companies to exist without having a secretary.
  •  Under the CA06 documents may be executed by a company in one of three ways:
 
1.      Section 44(1) CA06 – by affixing the company seal
2.      Section 44(2)(a) CA06 – by two authorised signatories
3.      Section 44(2) (b) CA06 – by a director in the presence of a witness who attests the signature.

 

  • Who are ‘Authorised Signatories’?
Section 44(3) (a) CA06 – every director of the company

Section 44(3) (b) CA06 – the secretary (if the company has one)

 

  • If there are several companies who are parties to the document and one signatory is an ‘authorised signatory’ of one or more of those companies then that person may sign in his capacity for each, but he must sign in all required places and not rely on one signature in respect of his several different positions.

 

  • If a company has more than one director then the provisions of section 44(2) (b) CA06 may still be applied allowing one director to sign with a witness.

 

  • If the director executing the document is itself a company, then the document must be executed by a ‘real’ person and therefore the document may be executed by a person authorised to sign on behalf of the director company – Section 44(7) CA06

 

  • Simple contracts can still be signed by a single person authorised by the company to do so (whether expressly or impliedly) without a witness being necessary – Section 43(1) (b) CA06
 
Execution Clauses
 
Deeds
 
By Company Seal
 
 
EXECUTED AS A DEED by affixing the Common Seal of [COMPANY NAME] in the presence of:
 
 
 
 
 
 
 
COMPANY SEAL
 
Director
 
Director or Company Secretary
 
By two authorised signatories
 
 
SIGNED AS A DEED by [COMPANY NAME] acting by [NAME OF DIRECTOR], a director and [NAME OF DIRECTOR OR SECRETARY], a [director][secretary ]
 
Director
Director/Secretary
 
By single director in the presence of a witness
 
 
SIGNED AS A DEED by [COMPANY NAME] acting by [NAME OF DIRECTOR], a director in the presence of:
 
Director
Witness signature
 
 
Witness name
 
 
Witness Address
 
 
Witness occupation
 
 
 
Contracts – not by deed
 
SIGNED BY [NAME OF DIRECTOR] for and on behalf of [COMPANY NAME]
 
Director
 
The contents of this article are intended for general information purposes only and shall not be deemed to be, or constitute legal advice. We cannot accept responsibility for any loss as a result of acts or omissions taken in respect of this article.
The contents of this article are intended for general information purposes only and shall not be deemed to be, or constitute legal advice. We cannot accept responsibility for any loss as a result of acts or omissions taken in respect of this article.