One of the proposed amendments to the Companies Act 2014 set out in the General Scheme of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 (read our insights here) relates to the execution of documents under seal.
A new Section 43A is proposed, reinstating the temporary measure which was previously available for the duration of the "interim period" (which expired on 31 December 2022) facilitating the execution of documents under seal on separate counterparts.
Section 43A provides that a company's seal and the signatures of those who countersign it may be on separate copies of the relevant agreement or deed with the aggregate considered as one instrument.
This provision will apply "notwithstanding any provision of the company's constitution". As such it is an alternative to any provision regarding the affixing of the common seal set out in the company's constitution. If the provision is enacted as proposed, where a company has specified in its constitution that only one countersignature is required when affixing the seal, that company must obtain an additional countersignature if it wishes to rely on Section 43A.
This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.