Execution of deeds or other documents by attorney
Part 4 A company's capacity and related matters
(1)Under the law of England and Wales or Northern Ireland a company may, by instrument executed as a deed, empower a person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf.
(2)A deed or other document so executed, whether in the United Kingdom or elsewhere, has effect as if executed by the company.
“company” means a company formed and registered under this Act, that is—
a company so formed and registered after the commencement of this Part, or
a company that immediately before the commencement of this Part—
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
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).
(4) In this section and that Schedule “company” includes any body corporate.
Defined in s.1159(4) · see it in the full ActRecognises execution by attorney as an alternative route, but no deed empowering an attorney had been executed for the signatures in issue. (see paras [115]-[118])
The court noted that a company may appoint an attorney by deed to execute deeds or other documents on its behalf. No such power of attorney had been executed in this case.
The court held that the provision concerns a company’s authority to appoint an attorney and did not determine whether an attorney could exercise the power in its own name without identifying the donor.
What each judgment says about section 47 is in the case-law panel in the full Act.
137.This section replaces section 38 of the 1985 Act. The 1985 Act does not require the appointment of the attorney to be by deed nor does it say anything about deeds executed on behalf of the company in the United Kingdom. This section provides that a company may appoint, under the law of England and Wales or Northern Ireland, attorneys to execute deeds or other documents on its behalf, and that documents executed in this manner, whether in the UK or abroad, have effect as if executed by the company. It also makes clear that the method for a company appointing an attorney is by instrument executed as a deed, which is the same method by which an individual appoints an attorney.