What documents should you check when a company is party to a deed?

When a company is named as a party to a deed, there are four details that need to be confirmed before anything is signed: the registered company name, the company registration number, the identity of the person authorised to sign, and whether that authorisation is still current. If any one of these four details doesn't match across every document in the file, the deed shouldn't proceed.

Why a corporate file is more involved than an individual client

When you're acting for an individual client who is signing personally, a single identity document covers most of what you need: name, reference number, expiry date.

When a company is the party, you're working across several documents that each need to be consistent with the others: the certificate of incorporation, the current register entry, a board resolution or power of attorney authorising the signatory, and the personal identity document of the individual who will actually sign.

The most common problem in these situations isn't a missing document. It's that all the documents are present but don't agree with each other. The signatory named in the board resolution has a slightly different name to the one used in the deed. The authority granted in a power of attorney expired several months ago. The company changed its name after a reorganisation and the draft still uses the old one.

None of these problems requires anyone to have acted in bad faith. But each produces the same result: a deed executed with a discrepancy that should have been caught before signature.

The four details to verify

1. The registered company name

The name used in the deed must match, exactly, the registered name of the company as shown in the current register. In the UK that is Companies House; in Australia it is ASIC; in Canada it is the relevant provincial or federal registry.

Abbreviations, punctuation, and the entity type — Limited, Pty Ltd, Ltd — form part of the registered name and need to match. A company that was incorporated as a limited company and has since converted to a limited liability partnership has a different registered name. Using the old form in the deed is an error.

2. The company registration number

The company number, wherever it appears in the deed, must match the number shown in the formation documents and any official search result you hold on file.

A different number, even one that differs by a single digit, refers to a different legal entity. In conveyancing, a discrepancy here between the deed and the register entry will cause problems at the land registry stage and may require a deed of rectification.

3. The authorised signatory and the scope of their authority

This is the detail that generates problems most often.

You need to identify the individual who will sign on behalf of the company and confirm three things:

• That they are authorised to bind the company — whether by a board resolution, a power of attorney, or a provision in the articles of association.
• That the authority has not expired.
• That it covers this particular transaction. A general authority to enter into contracts in the ordinary course of business does not automatically cover a transfer of land or a major commercial agreement outside normal trading terms.

Lapsed authority is easy to miss. A power of attorney that was valid when the transaction started may not still be valid by the time exchange or completion comes around. The date on the document matters, and so does whether the authority it grants has a defined term.

4. The identity of the person signing

Once you have confirmed that the named authorised signatory has current and sufficient authority, check their identity as you would for any individual client: full name on their identity document matched against the name as it appears in the authorisation document.

If the board resolution names "Sarah Jane Holloway" and the person presenting ID shows "Sarah Holloway", that is a discrepancy. It may have a simple explanation — a name used informally in company records — but the explanation needs to be on file before the deed is signed, not after.

A practical sequence

Going through these four checks in no particular order is slower and more likely to produce gaps. A sequence that works:

1. Company register search → confirm the registered name and company number.
2. Deed → confirm that the same name and number appear there.
3. Board resolution or power of attorney → confirm who is authorised, what they are authorised to do, and whether that authority remains current.
4. Signatory's identity document → confirm that the person presenting themselves is the person named in the authorisation.

This sequence means that by the time you reach step four, you already know the exact name you are matching against.

When more than one company is involved

If two companies are party to the same deed — a corporate seller and a corporate buyer, for instance — the checks above apply to each of them independently. The fact that one company's file is in order tells you nothing about the other's.

A common shortcut is to review the unfamiliar party's file carefully and assume that the well-known company's documents can be checked more lightly. That assumption tends to be the one that causes the problem.

When to pause the review

If a discrepancy appears that cannot be resolved with what is in the file — an authorisation that is ambiguous about its scope, a signatory whose authority cannot be confirmed from any available document, a company number that doesn't match — the review should stop there.

Requesting the missing or clarifying document before the deed is signed is the point at which the problem is still straightforward to address. Once the deed is executed with an unresolved gap in the corporate authority chain, correcting it is a different and more expensive exercise.