Execution clause: Companies Act companies

by Practical Law Corporate

Standard form execution clauses, also known as signature blocks or attestation clauses, for use in a written contract or deed made by a company incorporated in England and Wales. These standard clauses are drafted in accordance with the execution formalities set out in the Companies Act 2006. The clauses cover the main methods for a Companies Act company to execute documents, including making simple contracts under section 43 and executing deeds under section 44 of the CA 2006. The options address execution by affixing a common seal, by the signature of two authorised signatories, or by a single director in the presence of a witness. These standard clauses also provide for more complex situations, such as when a director or secretary is a corporate entity or when a signatory executes a document on behalf of multiple companies. Practical considerations regarding HM Land Registry requirements and the statutory presumption of due execution under the Law of Property Act 1925 are also considered.