Companies Act 2006, section 43

Company contracts

Part 4 A company's capacity and related matters

(1)Under the law of England and Wales or Northern Ireland a contract may be made—

(a)by a company, by writing under its common seal, or

(b)on behalf of a company, by a person acting under its authority, express or implied.

(2)Any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of a company.

Read section 43 in the full Act → Definitions (1) Cases (8)

Definitions used in section 43

company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act

Cases considering section 43 (8)

Williams & Ors v Redcard Ltd & Ors

[2011] EWCA Civ 466 · 20 April 2011Defines

The court placed s 44 in the statutory group dealing with company contracts, execution of documents and the common seal, and noted that the formalities apply to company contracts. (see paras [2]–[3] and [8]) Cited only. Cited only. The court confirmed that the statutory formalities for contracts concerning land apply to a contract made by or on behalf of a company as well as to one made by an individual. (see para [8])

Signature Living Hotel Ltd v Sulyok & Anor

[2020] EWHC 257 (Ch) · 9 January 2020Interprets

The court interpreted section 43(1)(b) as permitting a company to enter into a contract through a person acting under its express or implied authority. The guarantees were enforceable contracts because the director had authority to sign them. (see paras [8], [23], [36])

Habas Sinai Ve Tibbi Gazlar Istihsal Endustrisi AS v VSC Steel Company Ltd

[2013] EWHC 4071 (Comm) · 19 December 2013Limits

Confirms that the modified overseas-company execution provisions are concerned with formalities and cannot be read as abolishing ostensible authority. (see paras [123]-[130])

What each judgment says about section 43 is in the case-law panel in the full Act.

Explanatory note

133.This section restates the provisions of section 36 of the 1985 Act.

All the explanatory notes for the Act

Amendments and notes

3 notes from legislation.gov.uk

Modifications

  1. C81Ss. 43-47 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 4
  2. C82S. 43 applied (with modifications) (1.10.2009) by The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 (S.I. 2009/1917), reg. 4 (with Sch.)
  3. C83S. 43 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)