Share certificates - execution of documents
Where a company's Articles of Association, either in the main body or by reference to regulation 6 of Table A (1985CA) states that the shares must be issued under seal does this mean the company must issue the share certificates under seal rather than by executing by way of deed.
If under seal then does the share certificate then need to be signed by 2 officers of the company (or other such number as specified in the Articles eg some pre 1948 companies require 3 signatories)?
In contrast if a company's Articles did not refer to the sealing of share certificates then the certificates could be executed by deed and therefore a director could sign in the presence of a witness.
S44 (1) CA06 implies execution of documents is either by way of seal or signature as specified in the Act (includes director and witness). The Act does not appear to state the number of signatories where document executed by Seal.
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Share certificates - execution of documents
As CoSec and a Director of our property management company, I execute and sign new share certificates for new owners. It is done under Seal, and the Articles state that new certificates must be signed by 2 Directors. I cannot comment as to which takes precedence; the Law or the Lease, but that's how we've always done it, without challenge, for 30 years (not me I hasten to add!).