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What to check before a company signs a deed

When a company is a party to a deed, the verification process goes further than checking a name against an ID. You need to confirm the company exists and is in good standing, that the person signing has authority to do so, and — depending on the transaction — that the company's own governance has approved the deal. Missing any of those three opens the door to a signing that is defective from the start.

This article covers what to check, and in what order, before a company executes a deed.

Why a company party takes more steps

An individual brings their ID and you can start. A company is different: it has several documents that each prove something distinct.

  • That the company is properly incorporated and active.
  • Who has authority to sign on its behalf.
  • That this particular transaction was authorised.

All three are checkable before completion day, and all three can throw up discrepancies.

The order of checks

1. Confirm the company is properly identified and in good standing

The deed must identify the company with precision: its full registered name, company number, and registered address. Check that those details match the company's registered information. A name shortened without the abbreviation being recognised, or a trading name used instead of the registered name, is worth flagging before completion day.

Also look for any indication that the company has undergone a change — a change of name, a merger, a restructuring — that might affect how it is described in the deed or its capacity to enter the transaction. That kind of change usually appears in the public record, and the earlier you spot it the less it disrupts the matter.

2. Check who is signing and whether they have authority

The document authorising the signatory to act might be a power of attorney, a board resolution naming directors with signing authority, or a combination of both — depending on the company's structure and the nature of the transaction. Whatever form it takes, check:

  • That it is current as at the date of execution.
  • That the authority it grants covers this type of transaction specifically. A general authority to manage company affairs may not extend to disposing of land.
  • That the name and identification details of the authorised signatory in that document match the name of the person attending to sign.

A discrepancy in the signatory's name — an older document in a different name, a middle name dropped, a spelling variation — is exactly the kind of thing that stops a completion in its tracks if you find it that day rather than the week before.

3. Check whether the transaction itself required separate authorisation

For some transactions, authority to sign is not enough on its own: the company's governing body — whether a board, a general meeting, or another body depending on its structure — may need to have approved the deal first.

When that authorisation is required, request the document before completion and check:

  • That it identifies the transaction by its substance (transfer of the property at X, grant of charge over Y).
  • That it is dated before the deed is executed.
  • That the person named as authorised to proceed matches the person who will attend to sign.

It is not your role to determine whether authorisation is required — that is a question for the solicitor advising the company. Your role is to check that the document is there, that it corresponds to the transaction, and that the details are consistent.

Where the common errors concentrate

  • The power of attorney has expired. An instrument with a fixed term that nobody reviewed in time. The fix is to note the expiry date in the matter file from the first instruction.
  • The authority does not cover this transaction type. A broad authority that does not expressly include disposals, or that requires two signatures when only one signatory is attending.
  • The company's name has changed since the last transaction. A merger or rebranding that has not been updated in the matter's documentation.
  • The signatory has changed since the last matter. A new director or authorised representative, but the file still holds the old authority document.

What to record in the matter file

Keep a copy of each document you reviewed and note what you checked in each: which details matched and which needed correction. If another fee earner in the practice carried out the authority check, record who did it and when.

That is not paperwork for its own sake. It is the only way to establish, if the point is later disputed, that the verification was done properly.


If you'd like support with document review and verification in your practice, VerifyAct has tools built for that.