Q&As

Does a company’s articles of association override the provisions of the Companies Act 2006 relating to valid execution of a document? For example, if a company’s articles of association stated that all deeds had to be signed by two directors would a deed signed by one director in the presence of a witness be valid execution by that company?

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Published by a ÑÇÖÞÉ«ÇéÍø Commercial expert
Published on: 20 February 2019
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Deed

There are four key requirements for deeds:

  1. •

    a deed must be in writing

  2. •

    it must be clear from the face of the instrument that it is a deed and is intended to be a deed

  3. •

    the form of execution for a deed will vary depending upon the type of legal person that is executing the deed—execution by a company is discussed below

  4. •

    a deed must be delivered for it to take effect

For further guidance, see Practice Note: Executing documents—deeds and simple contracts.

Execution by a company

Documents executed as deeds must be expressed as being executed by the company. A document will be deemed to be executed as a deed if it is duly executed

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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Articles of association definition
What does Articles of association mean?

The principal constitutional document of a company, dealing with management and administration issues, most notably powers of directors, transfer and issue of shares, and board and member meetings. The articles form the fundamental contract between the company and the shareholders and must be available for public inspection at Companies House.

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