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Why companies should double-check how their deeds are signed
March 9, 2026
By Non Kinsey
Many companies develop internal signing procedures over time. In practice, a more relaxed approach may emerge, such as a director asking an assistant to sign a document on their behalf.
While this may seem like a convenient solution at times, a recent Court of Appeal decision in South Bank Hotel Management Co Ltd v Galliard Hotels Ltd ([2026] EWCA Civ 56) demonstrates that such informal practices can carry significant legal risks.
Our property expert, Non, discusses the case and highlights the key risks for businesses, particularly when it comes to the importance of ensuring deeds are executed correctly.
Under section 44 of the Companies Act 2006, a company can execute a deed only through specific authorised methods, the most commonly used of these are:
If a director’s assistant signs a legal deed without proper authority, the statutory requirements are not satisfied. In such circumstances, the deed has not been properly executed.
In this case the Court of Appeal considered whether lease documents executed as deeds were valid where a director’s signature had been written by his personal assistant. The Court held that the deeds were not properly executed and made it clear that execution must comply with the statutory requirements in substance, not merely in appearance.
The Court also clarified the limits of “the presumption of due execution”. The presumption is intended to protect purchasers acting in good faith, allowing them to rely on documents that appear valid on their face. However, it cannot be relied upon where the parties involved in the transaction knew that the execution process was defective. In this case, the parties were aware of how the documents had been signed, meaning the presumption of due execution could not rescue the defective execution.
The decision reinforces the need for strict compliance with corporate execution formalities. It makes it clear that it is risky to rely on a document that has not been properly executed, even if it appears valid at first glance, as the document may be challenged.
The case serves as an important reminder that you should check if your deeds have been executed correctly at the time of signing and before completion. Relying on the appearance of validity after the completion may not be enough if the document is later challenged.
This case provides several important reminders for companies and those dealing with corporate documents:
For these reasons, it is essential to ensure that deeds are properly executed at the time of signing and before completion. Relying on appearance of validity after completion may not protect a document if it is later challenged. Instructing a solicitor to oversee the signing process can therefore be critical.
Legal oversight helps ensure that statutory requirements are met, appropriate authority is in place, and the document is executed in a way that will withstand legal scrutiny. In practice, careful attention at the point of execution may prevent costly disputes later on.
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