S19.6.3 Execution by a Company

On a number of occasions, a Company has purported to execute a deed using only one Director or Secretary or Authorised Signatory, plus a seal. There does not appear to be any authority for a Company to execute a deed using a company seal - See Schedule 2 Section 3 of the 1995 Act. (Although, of course, this may be used in addition to the appropriate form.) Other bodies corporate, such as Building Societies, can execute using a seal - See Schedule 2 Section 5(5)(b)(ii).

Care should be taken to ensure that execution by a Company fully complies with the Act.

It would also appear there is no requirement for a Director, Secretary or other authorised persons to actually be named, however the deed or testing clause must indicate in what capacity the signature is signing i.e Director. The same rules would appear to apply where two directors sign together. 

Reference: Requirements of Writing (Scotland) Act 1995 Professor Kenneth G C Reid, W Green/Sweet & Maxwell.