Execution of a transfer deed by a company with a sole director (Companies Act 2006, s.44)

Section 44(1) of the Companies Act 2006 provides that a company executes a document under the law of England and Wales either by affixing its common seal or by signature in accordance with the section. Under s.44(2), a document is validly executed if signed on behalf of the company either by two authorised signatories, or by a director in the presence of a witness who attests the signature. Section 44(3) defines authorised signatories as every director and, for a private company with a secretary, the secretary. Kestrel Lane has only one director and no secretary, so it cannot use the two-signatory route. Farida must therefore sign in the presence of a witness who attests her signature. The transfer should also be expressed to be executed by the company as a deed and delivered, in line with s.44(4) and the formalities for deeds.

Why B is wrong: Section 44(2)(b) requires a single director's signature to be witnessed and attested.

Why C is wrong: Execution under seal is only one option; a company without a seal may execute by signature under s.44(2).

Why D is wrong: Authorised signatories are directors and (where there is one) the secretary; an ordinary employee is not an authorised signatory.

Why E is wrong: A solicitor's certificate is not a method of execution under s.44.