The following Commercial guidance note provides comprehensive and up to date legal information covering:
This Practice Note provides practical guidance on proper execution of documents by non-Companies Act companies. Non-Companies Act companies are corporations created by statute such as:
Any person who is authorised whether expressly or impliedly to act on behalf of a non-Companies Act company can contract on behalf of the various types of corporation.
In this Practice Note it is assumed the contract is in writing.
Simple contracts can be executed by the corporation or on its behalf by its authorised persons. In practice, however, non-Companies Act companies tend to execute simple contracts under seal.
Execution can be achieved by either affixing the common seal or acting by its officers. When acting by its officers, the officers’ signatures do not have to be witnessed where there is more than one signatory but where there is only one signatory that person’s signature should be witnessed and attested to.
For examples of suggested execution clauses, see Precedent: Execution clause—non-Companies Act corporate bodies—contracts.
Execution by common seal is as simple as affixing the common seal and stating that the document is executed by the corporation by affixing its seal. The seal is affixed in the presence of two of the corporation’s officers.
Where a seal is being used the corporation’s
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