How a company executes documents and deeds

In England and Wales and Northern Ireland a company executes a document in one of three ways under section 44 of the Companies Act 2006: by affixing its common seal, by the signatures of two authorised signatories, or by the signature of one director in the presence of a witness who attests it. A document executed in one of those ways becomes a deed only if it is clear on its face that it is intended to be a deed and it is delivered as a deed. Most ordinary contracts need none of this and can simply be signed by someone with authority.

Does every company document need to be formally executed?

No. Section 43 says a contract may be made by a company in writing under its common seal, or on its behalf by a person acting under its authority, express or implied. So a supply contract, an engagement letter or a purchase order can usually be signed by a single director or a manager with authority, without witnesses. Any formalities that would apply if an individual made the same contract also apply to the company (section 43(2)). Whether a particular person has authority is a separate question, covered in directors’ authority to bind the company.

Formal execution under section 44 is needed where the company itself must execute the document: deeds (for example a guarantee given as a deed, or a power of attorney), transfers of registered property, and documents where the other side insists on formal execution.

What are the three methods under section 44?

1. Common seal. The company affixes its seal, if it has one (section 44(1)(a)).
2. Two authorised signatories. Every director is an authorised signatory, and so is the secretary (or any joint secretary) of a public company or of a private company that has a secretary (section 44(3)). Two directors, or one director and the secretary, can sign (section 44(2)(a)).
3. One director and a witness. A single director signs in the presence of a witness who attests the signature (section 44(2)(b)). This is the route a sole director company normally uses. A secretary alone with a witness does not qualify; this method is for directors only.

A document signed under section 44(2) and expressed, in whatever words, to be executed by the company has the same effect as if executed under the common seal (section 44(4)). Some detailed rules are also worth knowing. Where one person signs for more than one company, for example a director of both parties in a group transaction, they must sign separately in each capacity (section 44(6)). Where a director or secretary is itself a firm, the signature is by an individual authorised by that firm (section 44(7)). The section also applies where a company executes a document in the name of, or on behalf of, another person (section 44(8)).

What turns a document into a deed?

Two layers of law apply. Section 1(2) of the Law of Property (Miscellaneous Provisions) Act 1989 says an instrument is not a deed unless it makes clear on its face that it is intended to be a deed (for example by describing itself as a deed or being expressed to be executed as a deed) and it is validly executed as a deed. Section 1(2A) adds that an instrument is not treated as making that clear merely because it is executed under seal.

Section 46 of the Companies Act 2006 then says a document is validly executed by a company as a deed if, and only if, it is duly executed by the company and delivered as a deed. Delivery is presumed to happen on execution unless a contrary intention is proved (section 46(2)). Where the parties intend a signed deed to be held until completion, that intention should be documented so the presumption does not apply.

For comparison, an individual executes a deed by signing in the presence of a witness who attests the signature, or by someone signing at their direction in the presence of two witnesses (section 1(3) of the 1989 Act).

Does a company still need a seal?

No. Section 45(1) says a company may have a common seal but need not have one. If it does, its name must be engraved in legible characters on the seal (section 45(2)), and using or authorising use of a seal without the name engraved is an offence carrying a fine up to level 3 on the standard scale (section 45(4) and (5)). A company with a common seal may also have an official seal for use abroad (section 49) and an official seal for securities, marked “Securities” (section 50).

Where the model articles for private companies apply, article 49 says the seal may only be used by authority of the directors. Unless the directors decide otherwise, a sealed document must also be signed by at least one authorised person in the presence of a witness who attests the signature. For this purpose an authorised person is any director, the company secretary (if any) or anyone the directors authorise to sign sealed documents. Sealing without that signature risks breaching the articles even though section 44 itself only mentions the seal.

Section 45 does not form part of the law of Scotland. Under section 48, a Scottish company need not have a seal, and a document signed or subscribed under the Requirements of Writing (Scotland) Act 1995 has effect as if sealed.

Can documents and deeds be signed electronically?

HM Land Registry’s practice guide 82 records that the Law Commission, in its 2019 report on electronic execution of documents, concluded that an electronic signature is capable in law of executing a document, including a deed, and can be witnessed in essentially the same way as a wet ink signature, with the witness physically present and seeing the signatory add the signature. HM Land Registry accepts two approaches for registrable dispositions when its conditions are met, including that the parties are represented by conveyancers:

• Mercury signing: the signatory prints and signs the signature page in wet ink and returns a scan of it attached to the same email as the final agreed version of the document. The name comes from a 2008 High Court case in which the judge agreed that the signature and attestation must form part of the same physical document.
• Conveyancer certified electronic signatures: a conveyancer sets up and controls the signing on a signing platform, and the witness signs after the signatory.

The guide also says HM Land Registry will not accept documents sealed electronically, because section 45 appears to envisage a physical seal, and that there is some uncertainty about whether two authorised signatories can each use a different type of signature. For property deeds, keep both signatories on the same method.

What protection does the other party have?

Section 44(5) says that in favour of a purchaser a document is deemed to have been duly executed by a company if it purports to be signed in accordance with section 44(2). “Purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or anyone else who acquires an interest in property for value. So a buyer who receives a transfer apparently signed by two directors does not have to prove the signatories were validly appointed.

A company can also appoint an attorney, by an instrument executed as a deed, to execute deeds or other documents on its behalf, and documents so executed have effect as if executed by the company (section 47). Separately, where a lawyer delivers a deed on behalf of a party in connection with a transaction, it is conclusively presumed in favour of a purchaser that they were authorised to do so (section 1(5) of the 1989 Act).

How does this work in a real transaction?

Illustration only. Two companies are signing a seven year lease of a unit. The landlord company has two directors and a secretary; the tenant is a sole director company.

Party	Execution block	Section
Landlord	“Executed as a deed by [Landlord] Ltd acting by” a director and the secretary, or by two directors	44(2)(a), 46
Tenant	“Executed as a deed by [Tenant] Ltd acting by a director in the presence of” a named witness who signs and gives their address	44(2)(b), 46

If the tenant company had not yet been incorporated when the lease was signed, section 51 would treat the deed as made with the person purporting to act for the company, who would be personally liable on it.

What mistakes do companies make?

• A sole director signing a deed without a witness, or a witness signing later without having seen the signature.
• Treating the company secretary plus a witness as valid execution; section 44(2)(b) requires a director.
• Omitting words making clear the document is a deed, or relying on a seal alone to show it.
• One person signing once for two group companies instead of separately in each capacity.
• Using the seal without the director or secretary signature that the articles require.
• Mercury signing a signature page from an earlier draft rather than the final agreed version.

Signed deeds and board minutes approving them should be kept with the company’s records; see company records retention. The role of the secretary in signing is covered in the company secretary: role and duties, and who can hold office as a director in who can be a director.

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Related Accountapedia entries

• Does a company need a company seal
• Signing contracts as a director without personal liability
• Electronic signatures on company documents
• Share certificates
• What to do if a share certificate is lost

Sources

• legislation.gov.uk: Act 2006 c. 46, section 43
• legislation.gov.uk: Act 2006 c. 46, section 44
• legislation.gov.uk: Act 2006 c. 46, section 45
• legislation.gov.uk: Act 2006 c. 46, section 46
• legislation.gov.uk: Act 2006 c. 46, section 47
• legislation.gov.uk: Act 2006 c. 46, section 48
• legislation.gov.uk: Act 2006 c. 46, section 50
• legislation.gov.uk: Act 2006 c. 46, section 51
• legislation.gov.uk: Act 1989 c. 34, section 1
• legislation.gov.uk: SI 2008/3229, schedule 1

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.