Companies often need to sign documents provided from abroad. The way companies are described in those documents varies, but often they do not clearly or correctly describe the company involved. For example:
not stating the registered number of the company:
- stating that a company is incorporated in the UK:
- In the UK companies are incorporated in the part of the UK where they have their registered office;
- For example: a company having its registered office in London, will be registered in England and Wales
not stating the registered office:
- In the UK it is possible to change the name of a company but not its registered number;
- In some other countries it is not possible to change either;
not stating the full name of the company:
- by convention for UK companies the registered office is stated;
- it is possible to use any other address, but by convention the principal business address is stated;
- the full (proper) name of the company is that found on its certificate of incorporation (or on the Companies House website);
- the registered name must appear in all documents that a company produces[^1]
Why does this matter
Powers of attorney are one of the most common documents that need signing by a company engaging in activities in other countries. A company should always execute powers of attorney should always execute them as deeds. The reasons why powers of attorney = deeds are described in a note available on my website.
Although the common situation is that the directors sign powers of attorney for their company, sometimes there is a requirement that someone other than a director should be able to sign.
If you are involved in a property transaction in Spain you will be almost invariably provided with a power of attorney to sign[^1]. And almost, just as invariably, the power of attorney will include the following 5 type of clauses:
- the attorney has the power to buy any property/goods on your behalf at the price and on what conditions the attorney wishes;
- the attorney has the power to sell any property/goods on your behalf at the price and on what conditions the attorney wishes;
- the attorney has the power to open and operate bank accounts on your behalf (sometimes the power extends to borrowing money in your name); and
- the attorney has the power to act in conflict to your best interests[^2]; and
- the attorney can delegate her/his powers to other people, who need not be lawyers.
Although there is no explicit wording, the power of attorney does not have an expiry date[^3].
A very one-sided agreement which most people would not to sign. But most people do sign just such document…
Documents prepared in another country but needing signing in England by a company often state that the country of incorporation is the UK.
Technically this is incorrect. In fact the country of incorporation is the place where the registered office of the company (e.g. in England and Wales or Scotland or Northern Ireland, etc).
What is the solution?