What to check when one party signs in two different capacities in the same deed
When one person appears in the same deed in two different capacities — for example, as an individual party and as a director signing on behalf of a company that is also a party — the pre-completion review needs to work through two separate sets of authority documents. The fact that a person is correctly identified as an individual says nothing about whether they are properly authorised to bind the company.
Spotting dual-capacity signatories early
The moment to catch this is when you first read the draft deed, not on completion day. Work through the execution clause and the parties section looking for constructions like "X signing in his personal capacity and as director of Y Limited". Each such phrase introduces a separate strand of authority that needs its own documentary support.
Before you open the file, write down the two capacities separately: the name of the party, the basis of the authority, and the document type that establishes it. That list is the checklist for the matter.
What you need for each capacity
For the personal capacity: current photo ID — typically a passport or driving licence — with the name matching the deed exactly.
For the company capacity: the authority document that links the person to the company and the company to the deed. This is usually one of:
- A board resolution or written resolution authorising the specific transaction and the signatory.
- The company's articles of association, if signing authority is established there for the relevant type of transaction.
- A certified extract from Companies House (or the equivalent registry in your jurisdiction) confirming the person holds the named role.
Check that the authority is current, that it covers this type of transaction, and that the company name in the authority document matches the company name in the deed exactly — including whether "Limited" is written out or abbreviated.
The check points that matter most
Name consistency across documents. The signatory's name on their ID, in the authority document, and in the deed must match exactly. A middle name included in one place and absent in another is worth querying before completion.
Scope of authority. A general board resolution may not cover a disposition of real property, a charge, or a guarantee. Read what the resolution or the articles actually say, not just the title. If the transaction involves land registration, confirm that the authority is sufficient for Land Registry purposes.
Company identity. The company's registered name and number should appear consistently across the authority document, the deed, and any Land Registry forms. A mismatch — even a shortened trading name — needs to be resolved before completion.
Currency of the authority. A resolution passed some time ago authorising a signatory for a transaction that has since changed in scope may need refreshing. Confirm the resolution covers the transaction as it stands today, not as it was originally agreed.
What to record in the matter file
When a signatory acts in dual capacity, the matter file should show two separate verification entries — one for the personal capacity and one for the company authority. A single note saying "ID checked" does not cover both.
If the review is split across a team, record who reviewed which capacity and when. If one fee earner handled both, the record is still worth keeping: if a question arises after completion, you can confirm which documents were in the file and when they were checked.
Dual-capacity checks need the authority documents early
These checks take longer than a standard client ID verification, particularly if a board resolution needs to be prepared or a Companies House extract needs to be obtained. If you identify a dual-capacity signatory only when the engrossment is ready, you may not have time to obtain and review the authority documents before the agreed completion date.
Reading the draft deed for capacity, not just for names and figures, is the habit that creates that lead time.
If you'd like support with document review and verification in your practice, VerifyAct has tools built for that.