Commercial & Dispute Resolution - Alert

    January 2009

    Companies Act 2006: Changes to the rules on execution of documents

    What you need to know


    On 6 April 2008, changes were made to the way in which companies may execute documents, (including deeds), with the coming into force of section 44 of the Companies Act 2006 (the Act).

    There are three ways in which a company may validly execute a document:

    (1) by affixing its common seal, (the rules for using the seal are contained in the company’s Articles of Association),

    (2) by having the document signed on behalf of the company either:

    (a) by two authorised signatories; or

    (b) by a director of the company in the presence of a witness who attests the signature. This is a new provision.

    A document signed in accordance with (a) or (b) and expressed to be executed by the company has the same effect as a document executed under the seal of the company. Options (a) and (b) are available to any company, whether or not it has a company seal.

    In May 2008, international law firm Hammonds became a limited liability partnership.  Hammonds LLP and its affiliated undertakings has offices in Birmingham, Leeds, London and Manchester in the UK, and in Berlin, Brussels, Beijing, Hong Kong, Madrid, Munich and Paris.