A document signed by an administrator (without a witness) has therefore not been validly executed as a document and cannot be a consideration. A second document containing the signature of another administrator cannot make the two documents a consideration. But this problem could be overcome by executing the document by a single director in the presence of a witness. This is regulated in the company`s articles of association. The model articles provide that this can be determined by the administrators. If the directors do not do so, an authorized person (a director, a secretary of the corporation or another person authorized to sign) may sign, and this must be done in the presence of a witness. Legal requirements refer to « one document » signed by two people, not multiple documents. In addition, a `consideration` was regarded as a separate act which, taken together with the main instrument and all other considerations, formed an act. To form a valid consideration, the document itself must be performed by a party as an act. How you perform an act depends on who you are legally (i.e., an individual (or sole proprietor), business, partnership, or limited liability company). Keep in mind that most deeds are generally not suitable for electronic signature and must be printed and signed wet. Here is a summary of how the above legal entities perform an act.

A duly appointed director generally has at least the implied authority to sign a contract on behalf of a corporation as long as the contract relates to the ordinary course of the corporation`s business. When searching At Companies House, verify that the person is a duly appointed director. If the person signing is not a director, you should get a copy of the written power of attorney. This power must be granted by the board of directors and not by a single director, so that an extract from the minutes of the board of directors is sufficient. In the absence of a written power of attorney, the document will actually be executed if there is an implied or presumed power of attorney (but a clearly written power of attorney is best to put the matter out of doubt). While most contracts are only valid when a value (usually money) is transferred between the parties, the value does not need to be passed on between the people who create the deed for it to be valid. In fact, you may even have a certificate that only binds one person (called an act investigation). The information in this guide is intended to be a general summary of the topics covered. It does not claim to be exhaustive or legal advice and should not be used as a substitute for such advice. These are some of the most obscure questions related to the execution of acts and documents, but they are frequently asked. They highlight the difficulties associated with a number of potential signing scenarios that could arise during a corporate transaction.

Companies can still use a common seal to execute documents, and many do – old habits die hard and some people like the formality and ceremony of the sealing process. However, the execution of a document using a common seal does not automatically result in the document being automatically considered a document and, where appropriate, the document must continue to be expressed as a document. Individuals: must sign a document in the presence of one or more witnesses. The purpose of a witness is to provide evidence of a correct execution in the event that he is subsequently questioned. The witness must be physically present at the signing of the document so that he can confirm that he was present and that he saw how the document is signed. The witness must sign immediately after he has signed. There is no legal obligation to print the name and address of the witness, but it is useful to find the witness when the correct execution is later questioned. Each co-secretary would therefore be an authorized signatory, and the signature of two of them would meet the requirements, so it seems possible. This would only apply to joint secretaries who have the same power to act. Given that many agreements can be concluded informally and do not even need to be concluded in writing, it is not surprising that the formalities for the performance of simple contracts (as opposed to acts) are not very cumbersome. Only the two parties who conclude the agreement must sign it, and the signatures do not have to be attested. The power of attorney must be signed by the donor in the form of a certificate.

Note that the implementing provisions that apply to a lawyer are the same as if the lawyer signed as principal, so the formalities for a company executing a document as a lawyer are those described in question 3 above. Before using any of the above methods, companies, LLPs and partnerships should review their statutes or partnership agreements (if any) for specific rules for the execution of acts. All documents that previously had to be executed by affixing a company seal are no longer subject to this requirement and can now be executed either by two authorized signatories (a general manager and the secretary of the company or two general managers) or by a single general manager in the presence of a witness. Also note that special formalities are required for deeds under the Property (Miscellaneous Provisions) Act 1989. They must be written, it must be clear at first glance of the act that it is an act, it must be validly performed by the company (see above) and it must be delivered (see below). Delivery can be made by electronic signature, but care must be taken to specify when delivery will take place. Note that if the document must be signed by a corporation under section 44(2)(a) of the Companies Act, 2006 (by two signing officers), a person who is both a director and a corporate secretary cannot be considered two signing authorities. If a document claims to have been signed using one of the three methods mentioned above, there is a legal presumption in favor of a bona fide buyer for the value that the document has been validly executed. Nevertheless, the best practice is to seek the advice of a local lawyer regarding the enforcement requirements applicable in the respective foreign jurisdiction. 1. The agreement is a simple contract – how does the company execute it? Although the acts do not have the same meaning as in England and Wales, they still have certain characteristics associated with them.

In Scotland, an act must show the intention to create legal relationships and must have some degree of formality. Note that a transfer form does not need to be performed as an act. However, it is preferable for a shareholder investor to sign the company by one of the two methods permitted by Article 44(2)(a) or (b) (i.e. by two authorised signatories or by a managing director with witnesses – see answer to question 3 above). Note that electronic signatures are allowed for contracts and deeds. This is confirmed by the Law Commission`s report on the electronic execution of documents of September 2019. If the Company signs with two authorized signatories, this may be achieved by each of the two authorized signatories signing the deed (using an electronic signature or other acceptable method) either as consideration or by one signatory, followed by the other who adds his signature to the same version (electronic or paper) of the document. If a company signs with a director and a witness, the Law Commission finds that it is unlikely that the current law will allow for « remote testimony, » such as by video link, so each witness should be physically present with the signatory.