Execution formalities—incorporated charities
Execution formalities—incorporated charities

The following Commercial guidance note provides comprehensive and up to date legal information covering:

  • Execution formalities—incorporated charities
  • Incorporated charities
  • Execution by the charitable company incorporated under the Companies Act 2006
  • Execution by seal
  • Execution by the company via its officers
  • Execution by the charitable company incorporated under the Charities Act 2011
  • Fixing the common seal
  • Execution under signature
  • Deeds
  • Execution of deeds by charitable companies incorporated under the Companies Act 2006
  • more

The aim of this Practice Note is to provide practical guidance on the execution of documents by incorporated charities. This Practice Note focuses on execution of documents after 6 April 2008. Advisers should only need to advise in relation to documents executed before 6 April 2008 where there is a dispute.

In this Practice Note it is assumed the contract is in writing.

Incorporated charities

Incorporated charities can be incorporated under the Companies Act 2006 (CA 2006) or Charities Act 2011 (CA 2011)—see CA 2006, s 44 or CA 2011, s 260.

Execution of deeds or contracts by incorporated charities will be governed by the relevant statute under which it is incorporated.

Execution by the charitable company incorporated under the Companies Act 2006

When executing documents by the company, execution can be achieved by either affixing the company seal or acting by its officers. When acting by its officers, the directors’ signatures do not have to be witnessed. For examples of suggested execution clauses see precedent: Execution clause—charities (incorporated)—contracts.

Execution by seal

Execution by common seal is as simple as affixing the common seal and stating that the document is executed by the charitable company by affixing its seal. The seal is affixed in the presence of either two directors or a director and the secretary of the company