What documents confirm that a company representative has authority to sign a deed?

September 17, 2026

When one of the parties to a deed or contract is a company, a signature on the face of the document is not enough. Someone has signed — but on whose authority? That is the question that needs answering before the deed completes, not after.

A solicitor or conveyancer who proceeds without confirming company authority is carrying a risk that is difficult to reverse. If the person who signed had no authority to bind the company, the transaction may be voidable. The time to catch that is during the pre-completion review.

The documents that establish company authority

The specific documents vary by transaction type, but the core set in most matters is: the company's constitutional documents, the authority document itself, and a current companies register search.

The company's constitutional documents

The articles of association (or equivalent rules, such as a constitution in Australia) set out which persons or offices have authority to bind the company and in what circumstances. Some companies require a board resolution before entering into certain transactions; others confer broad authority on a single director or officer acting alone.

Reading the articles is not a formality. What they say about signing authority determines whether the signature in front of you is sufficient for this particular transaction.

The authority document itself

This is the document that directly authorises the person signing to act on the company's behalf. It may take different forms: a board resolution passed specifically for this transaction, a general letter of authority, a power of attorney granted by the company, or an officer's appointment that confers signing authority by virtue of the role.

Three things need checking in whichever document applies:

Identity: the name and details of the authorised signatory must match the person appearing before you and must match their identity document.
Scope: the authority must cover this type of transaction. A resolution authorising day-to-day management decisions may not extend to disposing of land, entering into a long-term lease, or granting a charge over company assets.
Currency: the authority must be current at the date of completion. Check whether it carries an expiry date, whether it can be revoked, and whether anything since it was granted may have affected its validity.

Company register searches

In the UK, Australia, and Canada, a search through the relevant companies registry — Companies House, ASIC, or the applicable provincial registry — confirms the company's current status, its registered directors and officers, and whether any insolvency or winding-up events are recorded. Where a power of attorney is used, registration requirements vary by jurisdiction and should be confirmed with the relevant rules.

This is the step most likely to be skipped when time is short. It is also the step most likely to surface a problem: a change of directors, a voluntary administration order, or a revocation of authority that no one thought to flag.

What to cross-check across those documents

Having the documents in hand is the starting point. The review involves cross-checking between them:

The company name must be consistent across all documents: the authority document, the constitutional documents, the registry search, and the deed itself. Any variation — an abbreviated trading form, a former name, a different punctuation — needs to be explained and resolved before completion.
The company registration number must appear and match in every document that carries it. A discrepancy here can indicate that two distinct entities have been confused — straightforward to catch at review, difficult to unwind once a deed has been executed.
The signatory's title or office must be consistent between the authority document and the deed. If a board resolution names a "Managing Director" and the engrossment refers to a "Chief Executive Officer", confirm these are the same role or obtain written clarification.
The date of the authority must precede the date of signing, and the authority must remain valid at the date of actual completion — not just at the date of exchange or when instructions were first given.

The most common error in company authority checks

The most frequent failure is not absent documentation — it is documentation that was valid when prepared but has since changed. A board resolution passed several months ago may have been superseded by a new resolution. A director named in a power of attorney may have resigned or been removed. The company may have entered administration since the authority was granted.

A register search run on or very close to the date of completion is the only reliable safeguard. A search from two weeks earlier does not confirm today's position, and courts in these jurisdictions have not treated stale searches as adequate due diligence.

What to record in the matter file

Once authority has been confirmed, the matter file should reflect:

Which documents were reviewed and on what date.
The result of the registry search, with the precise date it was run.
Any discrepancy found and how it was resolved, with supporting correspondence or notes.

If the authority is later challenged, that internal record demonstrates that the review was carried out with proper care.

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