This guidance note explains the execution formalities under the Companies Act 2006 (CA 2006) that must be observed when a company enters into a deed governed by the laws of England and Wales. 

The note does not consider the following related matters:
•    The general law relating to the execution of deeds and documents in England and Wales
•    The legal concepts involved in the formation of binding contracts. 
•    The matters relating to capacity and authority to enter into a contract.

Covering Topics

  • Overview
  • Companies subject to execution provisions in CA 2006
  • Execution of deeds by a company: section 46 CA 2006
  • Execution of documents by a company: section 44 CA 2006
  • Execution under common seal: section 44(1)(a)
  • Execution by two authorised signatories: section 44(2)(a)
  • Execution by director in the presence of a witness: section 44(2)(b)
  • Corporate officers
  • Can the same person sign in two separate capacities?
  • Must both authorised signatories sign the same execution copy of the document?

This article is for Company members only

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