Common seal and execution of documents
21 Common seal and execution of documents
The common seal of the subsidiary must not be affixed to a document except in pursuance of a decision of the board, and the affixing of the seal must be attested by the signatures of
2 directors.
The board may, by instrument under the common seal of the subsidiary, authorise a director, an employee of the subsidiary (whether nominated by name or by office or title) or any other person to execute documents on behalf of the subsidiary subject to limitations (if any) specified in the instrument of authority.
Without limiting subregulation (2), an authority may be given so as to authorise 2 or more persons to execute documents jointly on behalf of the subsidiary.
A document is duly executed by the subsidiary if—
the common seal of the subsidiary is affixed to the document in accordance with this regulation; or
the document is signed on behalf of the subsidiary by a person or persons in accordance with authority conferred under this regulation.
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