This Practice Note considers contracting Authority under the law of England and Wales, which is an essential component of contract formation. It considers General Principles of Agency and contracting authority in the context of corporations generally, companies registered under the Companies Act 2006 (CA 2006), unregistered companies, overseas companies, Limited Liability partnerships, general partnerships, limited partnerships, unincorporated associations, incorporated charities (charitable companies and Charitable Incorporated Organisations) and unincorporated charities (charitable unincorporated associations and charitable trusts).

Where an entity has separate legal status, it is possible to make a distinction between instruments executed by the entity itself (eg using its common seal where available) or on behalf of the entity (eg by a person acting under its authority). This Practice Note focuses on a person’s contracting authority where they are executing an instrument on behalf of the entity. It does not consider the various alternative methods of execution that may be available (eg using a common seal). For guidance on the separate issue of execution formalities and requirements and protections in respect of due execution, see the Practice Notes referenced