CORPORATE TRUSTEES EXECUTION OF DOCUMENTS OG 38 C1

The Charity Commission for England and Wales

The Regulator for Charities in England and Wales

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OPERATIONAL GUIDANCE CORPORATE TRUSTEES EXECUTION OF DOCUMENTS OG 38 C1 - 13 February 2001

Purpose: This guidance explains the various ways in which corporate bodies may execute documents and the requirements for the use of a common seal.

Divisional responsibility
For action:	All operational divisions	For information:	All operational divisions

Contents
1. Does a corporate body need a common seal? 2. Methods of executing documents
Meaning of expressions - list of Glossary terms used in this Guidance Index to further related information


The law	Refer to a lawyer	Refer to an accountant


	1. Does a corporate body need a common seal?
	In many cases it is optional for a corporation to have a common seal, eg bodies registered under the Companies Acts, and bodies of trustees incorporated under Part VII of the 1993 Act, or its statutory predecessor. We should take no view one way or the other if asked by officers of a corporate body whether or not they should have a common seal; that is a matter for them to decide.
	If the members of the corporate body do wish to have a common seal, then they should ensure that:
	the design of the common seal includes the name of the corporate body;
	proper measures have been agreed by them for its safe custody; and
	regulations have been agreed by them for its use.
	Where there is an option we should, however, point out that there are costs (in the order of a few hundred pounds) to be incurred by having a common seal, and there are alternative methods by which a document may be executed by an incorporated body of trustees, which may be more suitable for many charities

	2. Methods of executing documents
	If a corporate body has a common seal, a document may be executed by the body by affixing the common seal to the document.
	2.1 A body incorporated under Part VII of the 1993 Act 2.2 A company registered under the Companies Act

	2.1 A body incorporated under Part VII of the 1993 Act
	In the case of a body incorporated under Part VII of the 1993 Act, whether or not it has a common seal, documents may be executed either by:
	being signed by a majority of the individual members of the corporate body and expressed as being executed by the incorporated body; or
	being executed, that is the seal attached (if there is one) or signed on behalf of and under an authority granted by the trustee.
	An authority may, unless the governing document of the charity disallows it, be granted by the trustee to two or more of the individual members of the corporate body to execute documents in the name of, and on behalf of, the corporate body. This must be either in writing or by resolution of the governing body of the corporate trustee. It may be a general authority, or may be limited as the trustee sees fit.

	2.2 A company registered under the Companies Act
	Different provisions are made in section 36A of the Companies Act 1985. In the case of a body registered under the Companies Acts:
	"a document signed by a director of a company and by the secretary of the company, or by two directors, and expressed to be executed by the company, has the same effect as if executed under the common seal of the company."

	The following words and phrases are defined in the Glossary of Terms:
	• • •	1993 Act governing document trustees

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