Key takeaway
Choose the legal execution route first, then check authority and its evidence. Two signatures are not a universal requirement for every company contract.
A job title and a signature route answer different questions
A sales manager signs a data-license draft. The cover email says the commercial team approved it, while the document’s signature block says it is executed as a deed. Before treating the project as committed, the company needs to resolve which legal route the document is using. A neat signature page does not reconcile those facts.
For company contracts under the law of England and Wales, Companies Act 2006 section 43 distinguishes contracts made under the company seal from contracts made on its behalf by a person acting with express or implied authority. Section 44 addresses company execution of documents. Its signature routes include two authorised signatories or a director signing in the presence of an attesting witness. That does not make two directors compulsory for every ordinary commercial agreement.
Three files on an illustrative approval desk
Hypothetical example: Fictional Record Services Ltd has three unsigned documents concerning the same proposed archive. The table is a completed triage record. It identifies missing evidence; it does not decide that a real signature is valid, invalid or enforceable.
Assume English law is intended and the company’s relevant constitutional documents and delegated-authority records can be obtained. The ordinary-license draft has not yet established the manager’s authority. The other files use a formal execution block, so their signatory capacities and execution requirements need a different review.
| Proposed file | Observed fact | Review action |
|---|---|---|
| Ordinary license contract | Manager named; authority record missing | Obtain the actual delegation and assess express/implied authority |
| Document using section 44 signature route | Two names supplied; capacities not recorded | Verify the relevant authorised-signatory capacities |
| Document described as a deed | Director/witness block completed in draft | Review execution and delivery as a deed separately |
A deed has a delivery question as well
Section 46 makes due execution and delivery as a deed distinct requirements. It also provides a presumption of delivery on execution unless a contrary intention is proved. A team should not replace that legal analysis with the time a PDF arrived in an inbox or was uploaded to a project folder.
For the hypothetical deed, the review pack records the intended completion arrangements, any condition postponing delivery, the final document version and who controls release of the signed copy. An electronic-signing audit trail can help establish events, but the article is not deciding the legal sufficiency of a particular electronic method or remote witnessing arrangement.
Do not copy a deed block into an ordinary contract merely because it looks more formal. Ask the responsible legal reviewer why that form is needed, which entities are executing and whether additional document-specific formalities apply.
Keep the evidence attached to the signed version
The project owner can assemble a compact execution note: legal entity and registration identity; document type and governing-law assumption; proposed signatories and capacities; the authority material examined; and any execution or delivery issue still open. Bind that note to the final version, rather than relying on an approval for an earlier scope.
A manager’s spending limit may describe an internal control without resolving every question about authority against a counterparty. Conversely, a familiar director title does not settle rights to contractor content in the archive. Avoid declaring an existing contract void merely because the internal evidence pack is incomplete.
If one person signs for two group companies, preserve each capacity separately. Section 44 expressly addresses signing on behalf of more than one company. A group trading name should not obscure which legal person is making each commitment.
Do not merge authority, conflicts and source rights
Execution review belongs beside, rather than inside, the director-interest and source-rights reviews. The first asks how the company commits; the others ask about divided interests and what it can grant. Passing one does not silently complete the others.
Use rights review to preserve the proposed grant and its restrictions, and readiness to keep the execution issue visible before optional preparation proceeds. A permissioned VOID introduction does not execute a license or appoint a signatory. The useful output is a specific legal review agenda tied to the proposed agreement, with the company’s actual decision still recorded by its proper owner.
Use this review agenda with your legal and privacy advisers. Requirements depend on the records, jurisdictions and intended use.