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?

read titleRead full title
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

Navigate the law quickly and efficiently with Lexis®PSL
Imagine being able to quickly find up-to-date guidance on points of law and then easily pull up sources to support your advice. With LexisPSL, you can.
TAKE A FREE TRIAL Take a free trial Take a free trial
Related documents:

Popular documents

LEXISNEXIS

Arbitration agreements—definition, purpose and interpretation

This Practice Note considers the nature and scope of arbitration agreements with a particular focus on arbitration agreements pursuant to the law of England and Wales, although it also discusses the concept from an international perspective and includes some comparative examples from other

LEXISNEXIS

The pari passu principle and collection remedies for the office-holder—the position under the Insolvency (England and Wales) Rules 2016

The primary function of office-holders in personal and corporate insolvency is to collect in the assets belonging to a company or individual and to distribute these to the company's or individual's creditors. Office-holders have various duties and powers in order to ensure that they do this. For

LEXISNEXIS

Money laundering offences—tipping off and prejudicing an investigation

Tipping off and prejudicing an investigationIt would undermine the benefit to the authorities if, a suspicious activity report (SAR) having been made, the alleged offender were to be made aware of the interest in their activities so that they could take steps to cover up their misdeeds or disappear.

LEXISNEXIS

Key elements of a standstill agreement

When restructuring is considered rather than formal insolvency proceedings (see Practice Note: Benefits of restructuring over formal proceedings) the company may want to ensure that relevant creditors quickly enter a standstill agreement to gain some breathing space to consider a restructuring