Execution formalities—liquidators
Execution formalities—liquidators

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

  • Execution formalities—liquidators
  • Capacity
  • Simple contracts
  • Execution by the company
  • Execution by seal
  • Execution by the company via its liquidator
  • Execution on behalf of the company
  • Deeds
  • Who can act as a witness
  • HM Land Registry requirements
  • more

This Practice Note provides practical guidance on proper execution of simple contracts and deeds for liquidators.

Capacity

A liquidator’s power is conferred by statute. Some activities that a liquidator may undertake require approval of the creditors’ committee but the general operation of the business of the company and disposal of its assets do not.

A liquidator is empowered to ‘do all acts and execute, in the name of and on behalf of the company, all deeds, receipts and other documents and for that purpose to use, when necessary, the company’s seal’. The effect of this statement is that on the appointment of a liquidator the directors cease to have any power to execute any documents and only the liquidator may do so.

Simple contracts

A company can execute simple contracts in one of two ways:

  1. by the company, or

  2. on behalf of the company

Execution by the company

When executing documents by the company, execution can be achieved by either affixing the company seal or acting by its officers. When a company is in liquidation, the liduidator is the officer of the company.

For examples of suggested execution clauses see precedent: Execution clause—liquidator—contract.

Execution by seal

Execution by common seal is as simple as affixing the common seal and stating that the document is executed by the company by