Companies Act 2006, section 44

Execution of documents

Part 4 A company's capacity and related matters

(1)Under the law of England and Wales or Northern Ireland a document is executed by a company—

(a)by the affixing of its common seal, or

(b)by signature in accordance with the following provisions.

(2)A document is validly executed by a company if it is signed on behalf of the company—

(a)by two authorised signatories, or

(b)by a director of the company in the presence of a witness who attests the signature.

(3) The following are “authorised signatories” for the purposes of subsection (2)—

(a)every director of the company, and

(b)in the case of a private company with a secretary or a public company, the secretary (or any joint secretary) of the company.

(4)A document signed in accordance with subsection (2) and expressed, in whatever words, to be executed by the company has the same effect as if executed under the common seal of the company.

(5)In favour of a purchaser a document is deemed to have been duly executed by a company if it purports to be signed in accordance with subsection (2).

A “purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.

(6)Where a document is to be signed by a person on behalf of more than one company, it is not duly signed by that person for the purposes of this section unless he signs it separately in each capacity.

(7)References in this section to a document being (or purporting to be) signed by a director or secretary are to be read, in a case where that office is held by a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf.

(8)This section applies to a document that is (or purports to be) executed by a company in the name of or on behalf of another person whether or not that person is also a company.

Read section 44 in the full Act → Definitions (3) Cases (22)

Definitions used in section 44

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
director

In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.

Defined in s.250 · see it in the full Act
firm

“firm” means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;

Defined in s.1173(1) · see it in the full Act

Cases considering section 44 (22)

South Bank Hotel Management Company Limited v Galliard Hotels Limited & Ors

[2026] EWCA Civ 56 · 6 February 2026Interprets

Confirms that the lease and underlease were not executed in accordance with the statutory company-signature requirements and remits the remaining consequences for determination. (see paras [114]-[119], [159]-[160]) Applies the requirements for company execution by two authorised signatories or by a director in the presence of an attesting witness. The documents were not signed by any director, despite appearing to have been. (see paras [117], [138]-[141]) Interprets the purchaser deeming provision as a privilege which only a purchaser may invoke. A purchaser with actual knowledge that the apparent statutory signature requirements were not met is not acting in good faith and cannot rely on the deeming provision. (see paras [128]-[141])

National Iranian Oil Company & Anor v Crescent Gas Corporation Limited

[2025] EWCA Civ 1211 · 30 September 2025Interprets

Interprets section 44 as the modern statutory mechanism by which a company may execute a document itself. A document signed by agents outside that mechanism is not thereby signed by the company for section 53(1)(b). (see paras [97]-[106])

Northwood (Solihull) Ltd v Fearn

[2022] EWCA Civ 40 · 26 January 2022Limits

Section 44 provides formal methods by which a company executes documents. The court held that those methods were not generally required for statutory notices signed by authorised agents unless the relevant statute exceptionally demanded formal company execution (see paras [14]; [20]; [30]; [54]; [65]).

2 more judgments, and what each says about section 44, are in the case-law panel in the full Act.

Explanatory note

134.This section largely restates section 36A of the 1985 Act. It provides that a company may execute a document under the law of England and Wales or Northern Ireland by affixing the company seal or by signature by two directors or by one director and a secretary (or joint-secretary) or (for the first time) by a single director if that signature is witnessed and attested.

All the explanatory notes for the Act

Amendments and notes

4 notes from legislation.gov.uk

Modifications

  1. C84Ss. 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. C85S. 44 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. C86S. 44 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)
  4. C87S. 44 applied (with modifications) (30.6.2011) by The Yarmouth (Isle of Wight) Harbour Revision Order 2011 (S.I. 2011/1347), art. 24 (with arts. 27, 28)