This is especially important for people who manage one-person LLCs. If you do not indicate that you are signing on behalf of the legal entity, you may be personally responsible for the performance of the terms of the contract in the event of a problem. By signing the document in the presence of a witness who sees the individual sign, then confirms the signature by adding the details of the witness to the execution block. Traditionally, the witness signs his own name and full name and address to facilitate identification in case the correct execution is called into question at a later date. It should be noted that the requirements for the performance of acts apply to individuals when, for example, they perform in their capacity as trustees or partners of a partnership. Electronic signatures are allowed for both the signatory and the witness, but the Law Commission said the witness should be physically present at the signatory and actually look at the signature (and not via a live TELEVISION medium). Note that if the document must be signed by a corporation under section 44(2)(a) of the Companies Act, 2006 (by two signing officers), a person who is both a director and a corporate secretary cannot be considered two signing authorities. A valid signature through a common seal occurs when the seal is affixed and is attested by: The authority to sign a contract varies depending on the type of business involved. Here are general provisions for each type of business: Anyone who appoints you as the company`s representative must have the authority to sign on behalf of the company. They may provide for that power by resolution of the board of directors. Otherwise, a registered power of attorney ensures transparency about who has decision-making power for the company. The power of attorney must be signed by the donor in the form of a certificate. Note that the implementing provisions that apply to a lawyer are the same as if the lawyer signed as principal, so the formalities for a company executing a document as a lawyer are those described in question 3 above.
Most business owners choose to limit the authority to sign legal documents to senior managers only. These people usually know the most about the company and participate in the decision-making process. If your list of companies includes a manager involved in important decisions for the company, you can update their title as secretary, treasurer, or other director of the company. A power of attorney is a legal document that allows someone (in this case, a director of a corporation) to appoint someone who can make decisions for them on their behalf. This is especially true if the person who signed it had so-called « apparent authority, » meaning they appeared to be an appropriate signatory. A receptionist, for example, probably doesn`t have obvious authority, but a senior manager could. On the other hand, the other party may argue that the contract is not enforceable because your company did not sign the contract correctly. You would waste time and money arguing that the contract remains enforceable.
Therefore, you should think about how your company can implement an appropriate process to manage the signing of contracts. The parties who can sign a contract for a company are those who have been given the authority to represent their company in contract negotiations. 3 min read Note that electronic signatures are allowed for both contracts and deeds. This is confirmed by the Law Commission`s report on the electronic execution of documents of September 2019. If the Company signs with two authorized signatories, this may be achieved by each of the two authorized signatories signing the deed (using an electronic signature or other acceptable method) either as consideration or by one signatory, followed by the other who adds his signature to the same version (electronic or paper) of the document. If a company signs with a director plus a witness, the Law Commission finds that it is unlikely that the current law will allow for « remote testimony » for example by video link, so each witness should be physically present at the signatory. .