Q&As

Where Company A appoints Company B to execute a deed as its attorney, can an individual authorised to execute deeds for Company B under an existing power of attorney sign a deed on behalf of Company A notwithstanding that the individual derives its authority from a power of attorney that pre-dates the power of attorney granted by Company A to Company B?

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Published on LexisPSL on 24/12/2019

The following Commercial Q&A provides comprehensive and up to date legal information covering:

  • Where Company A appoints Company B to execute a deed as its attorney, can an individual authorised to execute deeds for Company B under an existing power of attorney sign a deed on behalf of Company A notwithstanding that the individual derives its authority from a power of attorney that pre-dates the power of attorney granted by Company A to Company B?
  • Authority
  • Scope
  • Checks

Authority

A company incorporated under the Companies Act 2006 (CA 2006) (ie Company A or B) may grant a person the authority to execute deeds or other documents on its behalf as its attorney, provided that instrument of authority is executed as a deed.

As long as the document executed by the attorney, in each case, is done so in accordance with the powers granted under the power of attorney, it will have the same effect as if it were executed by the company.

In each case, the company’s governing documents should be checked to ensure that the attorney has been validly appointed. For example, a company that is incorporated under CA 2006 will usually have an express power in its articles of association enabling it to appoint a person under a power of attorney (eg under article 5 of the model articles of association for private companies limited by shares).

Scope

A donor (as principal) is normally liable for all acts of an attorney (its agent) within the attorney’s authority. If an attorney acts beyond the scope of its authority, the donor will not be deemed to have acted and is therefore not liable to persons that have or ought to have knowledge that the attorney is acting in excess of its authority.

Checks

Before arranging the execution of a document under a power of attorney, practitioners shoul

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