Q&As

Can a director give authority to another individual to affix the director’s electronic signature (ie pasting an image of the signature of the director) into an electronic version of the contract on the director’s behalf, where the contract is purported to be entered into on behalf of the company?

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Published on LexisPSL on 13/03/2017

The following Commercial Q&A provides comprehensive and up to date legal information covering:

  • Can a director give authority to another individual to affix the director’s electronic signature (ie pasting an image of the signature of the director) into an electronic version of the contract on the director’s behalf, where the contract is purported to be entered into on behalf of the company?
  • Making company contracts
  • Affixing the signature of a director
  • Protections available to counterparty

We assume that the director intends that another individual affixes a copy of the director’s electronic signature (eg pasting the director’s signature in the form of an image) into an electronic version of the contract where:

  1. the company in question is incorporated in England (and registered under the Companies Act 2006 (CA 2006)), and that the document in question is a simple contract (and not a deed) exclusively governed by and subject to the law of that jurisdiction;

  2. the relevant contract is a commercial agreement between businesses for goods or services (not subject to specific formalities or regulation) and the company has capacity to enter into the transaction and that it is not ultra vires;

  3. the intent is that the contract is entered into on behalf of (not by) the company and that the relevant director has all necessary express authority to make the contract (and that the signature of the contract by the director would be sufficient to form a binding contract made on behalf of the relevant company); and

  4. the approach proposed has not been discussed or agreed with the other party to the contact

In this Q&A, we have focussed solely on the issue of whether the pasting in of such a signature may constitute a valid means of making the simple contract on behalf of the company under CA 2006, s

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