Q&As

What is the process for authorising a non-director to sign contracts on behalf of a company?

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Produced in partnership with Lynne Counsell of 9 Stone Buildings
Published on LexisPSL on 26/06/2019

The following Commercial Q&A produced in partnership with Lynne Counsell of 9 Stone Buildings provides comprehensive and up to date legal information covering:

  • What is the process for authorising a non-director to sign contracts on behalf of a company?
  • Execution of contracts
  • Contracts by companies
  • Process for authorising a non-director to sign

Execution of contracts

A degree of caution needs to be exercised when contracts are entered into otherwise than with an individual. See: Forming enforceable contracts—overview and, for example, Practice Note: Execution formalities—under a power of attorney. Whilst a company is a separate legal entity, it can only act through its members, directors or duly authorised agents.

Contracts by companies

A distinction needs to be made between contracts signed by a company and contracts signed on behalf of a company:

  1. under section 44 of the Companies Act 2006 (CA 2006) a document is executed by a company by the affixing of its common seal (see CA 2006, s 45) or by the signature of ‘two authorised signatories or by a director of the company in the presence of a witness who attests the signature’. An authorised signatory can only be a director or secretary of

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