Q&As

Can an execution block be amended after execution and delivery of a deed? For example, where a document was executed as a deed by a company purporting to act by a director and a power of attorney, but the attorney should have signed as a witness in accordance with section 44 of the Companies Act 2006, can the attestation be changed to refer to the attorney as a witness and is the execution by the company valid?

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Published on LexisPSL on 18/04/2019

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

  • Can an execution block be amended after execution and delivery of a deed? For example, where a document was executed as a deed by a company purporting to act by a director and a power of attorney, but the attorney should have signed as a witness in accordance with section 44 of the Companies Act 2006, can the attestation be changed to refer to the attorney as a witness and is the execution by the company valid?
  • Formalities required for a deed
  • Witnesses and attestation
  • Failure to comply with formalities
  • Altering a deed after its execution

Formalities required for a deed

The requirements of a deed are set out under section 1 of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989). To be a deed, an instrument must:

  1. be in writing

  2. make it clear on its face that it is intended to be a deed

  3. must be validly executed as a deed by the parties (or by persons authorised to execute it in the name or on behalf of the parties), and

  4. be delivered as a deed

Deeds must be delivered in order to take effect. Note that ‘delivery’ does not mean physical delivery. It is a common law concept meaning that the party signing the document as a deed must by words or conduct expressly or impliedly acknowledge their intention to immediately and unconditionally be bound by the provisions contained in it.

See Practice Note: Executing documents—deeds and simple contracts.

Under the Companies Act 2006 (CA 2006), a document is validly executed by a company by the affixing of its common seal, or if it is signed on behalf of the company by two authorised signatories or a director of the company in the presence of a witness who attests to the signature.

See Practice Notes: Deeds and Execution formalities—companies.

Whether a company can grant a power of attorney will depend on its constitution or governing document.

A company incorporated under CA 2006 will

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