Company authority to sign documents

Before a company signs a document, check both authority and formalities. Authority concerns who may commit the company to the transaction. Formalities concern how the document must be signed or executed to achieve the intended legal effect. A person can have commercial approval while still using an unsuitable signing process.

Identify the document and governing law

Determine whether the document is an ordinary contract, a deed, a power of attorney or another instrument with specific requirements. Check the governing law and any rules connected with the asset or registry involved. The execution analysis is not identical across every UK jurisdiction.

For documents within the England and Wales or Northern Ireland statutory framework, section 44 of the Companies Act provides routes for execution by a company, including two authorised signatories or a director signing in the presence of an attesting witness. Scottish execution rules require separate consideration. ^[1]

Confirm internal authority

Review the articles, board decisions and any delegated limits. The model articles provide a framework for directors' management powers and delegation, but the company's own constitution and approvals determine the internal position. ^[2]

Check shareholder reserved matters and lender or other third-party consent requirements. An employee's job title or access to the signing platform does not alone establish authority to approve every term.

Choose the correct signing route

Identify the signatories and their capacity. Where a witness is required, confirm the applicable witnessing requirements and how they will be met. For deeds, consider delivery and any other formal requirements as well as signatures.

Electronic signing may be appropriate for some documents, but it does not remove the need to satisfy the relevant law, witnessing, registry or counterparty requirements. Obtain advice for significant or unusual instruments rather than assuming the software's completion message proves legal validity.

Pre-signing checklist

• Correct legal entity and company number.
• Final agreed document and schedules.
• Required board, shareholder and third-party approvals.
• Signatories acting in the correct capacity.
• Appropriate execution and witnessing method.
• Conditions for completion or delivery and record retention.

Preserve the completed evidence

Keep the signed version, approval documents and any completion instructions together. Check that all schedules are present and that the signed copy matches the approved terms. Record who sends notices, makes payments or completes registrations after signing.

Identify the legal effect the signature must achieve

Start with the document type and governing law. A simple contract, deed, guarantee and formal filing can require different treatment. The fact that a signing platform offers a signature box does not establish that the intended execution requirements are satisfied. Obtain advice where the document or jurisdiction introduces special formalities.

Distinguish the date of signature from any agreed completion, delivery or effective date. Parties may sign at different times or hold documents pending conditions. Record the agreed process rather than assuming that the first signature automatically starts every obligation. This is particularly important where several transaction documents must take effect together.

Confirm authority within the company

Check the articles, board resolutions, delegated limits and any shareholder or lender consent. The person negotiating may not have authority to approve the final commitment. A job title can indicate responsibility but does not answer every internal authority question. Identify the actual source and scope of permission to sign.

For an illustrative company, a manager is authorised to purchase routine services within budget but receives a contract containing a group guarantee. The guarantee may fall outside that delegation even if the service fee is modest. The signing review needs to consider the whole document and the entity being committed, not just the price negotiated by the manager.

Plan the execution arrangement before circulation

Confirm the names, roles and availability of signatories and any required witness. For England and Wales, the Companies Act provides company execution routes, but the correct choice depends on the document and circumstances. Do not improvise a witness arrangement or use another person's signature merely because a completion date is approaching.

If electronic signatures are proposed, assess the applicable formalities and retain the platform evidence. Electronic signing does not remove the need for authority, intention and any required witnessing. Where someone signs in more than one capacity, make each role clear so the completed document accurately records the parties and commitments involved.

Verify the completed set before relying on it

Check that all required signatures and schedules are present and that the signed text matches the approved version. Preserve the final document, relevant authority and completion evidence together. A missing schedule or unsigned guarantee can remain unnoticed if the team checks only that the platform reports completed.

Read Electronic signatures for commercial agreements for electronic signature considerations. Board governance support can help organise company authority and board approval records, with execution advice matched to the actual document and governing law.

For example, a director authorised to sign a lease should confirm whether the document is a deed and whether any guarantee is personal or corporate. Signing the wrong capacity block can create a different obligation from the one the board intended. Resolving that point before execution is far easier than reconstructing the intended arrangement afterwards.