Formal Documents under English Law

Sections 43 and 44 of the Companies Act 2006 concern the form of company contracts and the execution of documents by a company under the law of England and Wales or Northern Ireland and s 48 under Scottish law.¹ The distinction made for Scots law relates not to English or Northern Ireland registered and Scottish registered companies, but to the execution of documents by a company (wherever registered) under the general law of the respective companies. For the Scottish position, see 8[28] below.

Executing the document

Section 44(1) provides that a contract may be made (a) 'by a company, by writing under its common seal', or (b) 'on behalf of a company, by any person acting under its authority, express or implied'.¹ As to formalities required under the general law, s 44(2) provides that any formalities