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Executing documents without a Company Seal

9th May 2018 3 Comments

A EX LISTED Company Secretary writes...

The Companies Act 2006 allows a company to execute documents without a company seal via two directors and the Company Secretary, or a director and a witness.  It also allows any person with express or implied authority to enter into a contract.  How do companies determine which directors are used especially if they are not Board directors or directors registered at Companies House (and is this via a resolution, their articles or a power of attorney?).  Also for documents, such as property documents which have to be signed on a frequent basis where it’s not always practical to have a ‘director’ or two signatures how do companies get around this?  I presume having express or implied authority doesn’t mean they can execute a contract/document?  Do companies still use ‘corporate directors’?  Would anyone be prepared to share a copy of your signing/execution of documents policy?

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  1. FTSE FLEDGLING said

    9th May 2018 at 10:32 pm

    We use a power of attorney so that a senior manager can sign a deed with a witness, but the signatory provision in the deed needs to note the individual is signing under a POA dated XX, which isn’t always practical, where we’re using dual language contracts (our business is global). Therefore, for non-deeds, we have a simple letter of authority for the same senior manager to sign and as a result we don’t need to amend the signatory provision, hence why we have the separate POA and letter of authority.

    • EX LISTED said

      9th May 2018 at 9:43 pm

      We use a Power of Attorney which is approved annually (or more frequently when required e.g.a change of attornies).by the Board at a Board meeting, The four attornies are members of senior management and the PoA specifies the types of documents that they are authorised to sign.

      • FTSE100 said

        9th May 2018 at 5:20 pm

        Generally we organise things so we have at least one statutory director available to execute documents that need execution as a deed, so we use the recognised Co Act procedure of one director in the presence of a witness.

        If needs be (as I believe is common practice for large corporations) we could set up a “chain” of express authority to sign by means of a suitably worded board resolution authorising the execution by the company of a power of attorney in favour of a named list of attornies with express authority to execute documents as deeds on behalf of the Company. The company obviously needs to determine which non-director attornies should have that authority – we would use it only for senior divisional directors (who are not statutory directors). But it depends on your rules as regards authority to execute documents/enter into commitments.

        We don’t use corporate directors.

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