Introduction to this document

Model signature clauses

It is important, both for the company and the signatory, that contracts and other documents are signed properly. Our model sets out appropriate signature clauses for different situations.

Is execution required?

In most cases, the answer will be “no”. A simple signature on behalf of the company is usually all that is needed on most contracts that a company enters into, such as orders for goods and services. Only very formal contracts (usually with a high value) and deeds need to be executed.


Deeds are required for particular types of transaction, such as transferring land or creating a mortgage or charge over land. A deed must specify that it is a deed, usually by including a “testimonuim clause” at the beginning that states that it is a deed and when it takes effect. The date on which a deed takes effect (or, when it is “delivered”) is presumed to occur on the date of execution, unless clearly stated otherwise. Therefore, if the deed is to take effect at a later date, for example because it is conditional on something happening, make sure that this is expressly stated.

Who can sign?

Directors and the company secretary (if one has been appointed) can sign on behalf of the company. In the case of an ordinary signature clause, the company may also delegate specific authority to a non-director to enter into contracts on the company’s behalf. Execution clauses must be signed by two “authorised signatories”, who are the directors and any company secretary.

Company seals

Companies can also enter into contracts and execute documents using a company seal. However, this is not commonly seen any more. If a company chooses to have a seal, there are particular formalities that need to be complied with.