Execution of documents in 14 jurisdictions Form of documents Different execution formalities are likely to apply for: In most jurisdictions, there is a distinction between simple contracts which can be signed by the parties without any formal requirements as to the Domestic companies. method of execution or witnesses, and other documents where more formality is required. Individuals. In the context of a share sale, the approach varies. For example, in the UK and France, shares can be transferred by simple contract, but the transfer of shares in a German GmbH must be notarised; if not, the transfer is void (see Transfer of shares, www.practicallaw.com/2-107-3933#a302261). Other Foreign companies. documents that may require greater formality than signatures include transfers of land, releases of charges and powers of attorney. This table is a summary of the execution formalities in 14 juridictions.
Jurisdiction Is there any distinction between What are the formalities for the What are the formalities for What are the formalities for the execution formalities for execution of documents by companies the execution of documents by the execution of documents by different types of document? incorporated in your jurisdiction? individuals? foreign companies?
CANADA Formalities vary depending on the monetary Depending on the authorising resolution, a document may The signature must be witnessed. The formalities are the same as for Canadian amount involved. Above a certain threshold, two be signed by one or two officers or directors. Documents signed under seal do not need proof companies, but the foreign company’s own legal signatures, or signatures of certain officers, may A corporate seal (if any) can also be impressed on the of consideration. requirements must be met. be needed. signature page. The Canadian party may seek legal confirmation that Some agreements require statutory formalities the requirements have been met. (for example, land transfers).
CHINA No. Written contracts can be concluded by either signing or The same as for the execution of documents by Usually, though not required, foreign companies sealing them. companies although execution by signature alone use their common seal, together with an authorised The official company seal is usually affixed next to the (without sealing) is more common for individuals. signatory or signatories. However, sometimes signature of the company’s signatory if Chinese and foreign signature(s) alone will be used. parties are involved.
FRANCE Simple contracts can be signed by the parties Agreements need to be signed by the legal representative Simple contracts may be oral. The formalities for execution will be governed by the without any formalities or witnesses. of that company and any person to whom sufficient powers A simple signature is sufficient for written agree- law of incorporation of the relevant foreign company. Notarial deeds (contracts drawn up and executed have been delegated. ments (whether simple contracts or notarial deeds). before a notary) are needed for transfers of land There are no separate signature formalities for a notarial It is also customary for each page of an agree- and mortgages. deed. ment to be initialled by all signatories.
GERMANY Notarisation is required for the execution of An agreement must be signed by either: Simple contracts can be made orally. Written It is common practice to request evidence that the certain documents, such as an agreement to sell contracts require a signature. signatory is entitled to represent the company. The managing directors. and transfer any share in a GmbH, as well as the Notarial deeds have to be signed personally by For US and UK companies, a board resolution sale and transfer of real estate. The registered corporate officers with sufficient joint or single signing powers of representation. the parties in the presence of a notary, who must certified by the company secretary, notarial himself sign. certificate and an apostille are normally required. Duly authorised representatives.
HONG KONG Written contracts can be made either under Deeds must: A deed executed by an individual must: Deeds are generally executed in accordance with the hand (simple contract) or by deed. The signing sealing requirements of local law and the company’s Have the company’s common seal affixed. Be signed by that individual and sealed. requirements for a simple contract are less formal own constitutional documents. than for a deed. Be signed by a director. Be attested by a witness who signs himself and usually adds his name and address. Simple contracts need only be signed by any person A deed must be used for certain agreements, Be counter-signed by the secretary, or another director or acting under the company’s authority, express or such as for transactions relating to land. appointed person. Simple contracts do not require attestation and implied. sealing. Execution formalities depend on the identity of Be attested by a witness. the signatory. Simple contracts need only be signed by any person acting under the company’s authority, express or implied.
ITALY Sale and purchase agreements for the transfer There are no formalities, unless notarisation is required by There are no formalities, unless notarisation is Foreign companies do not require special execution of shares or quotas do not require notarised law. Signing is undertaken by the officer(s) authorised to do required by law, and depending on the type of procedures. However, to be enforceable in Italy, signatures. so. document to be executed. some foreign documents need to be notarised and Notarisation is only required in some legalised by means of an apostille. circumstances, such as for a deed for the sale and transfer of quotas of an Srl.
JAPAN No. A seal is commonly used on execution of documents, A seal is commonly used on execution of There are no formalities for the execution of although execution by signature is also effective. documents, although execution by signature is documents by foreign companies. Execution by also effective. signature is common. © This information was first published in the International Acquisitions (Private Company) Transaction Guide © This information was first published in the International Acquisitions (Private Company) Practical Law Company. and is reproduced with the permission of publisher, Jurisdiction Is there any distinction between What are the formalities for the What are the formalities for What are the formalities for the execution formalities for execution of documents by companies the execution of documents by the execution of documents by different types of document? incorporated in your jurisdiction? individuals? foreign companies?
MEXICO Yes. The nature of the document determines the The company representative who executes the document The individual must be an adult and a signature The representative of the foreign company who is type of execution formality required. must have a valid power of attorney. is required to execute a written document. executing the document must have a valid power of For example, real estate acquisition agreements Some documents must be notarised before a Mexican notary Witnesses are not required. attorney. The foreign company must comply with the and powers of attorney need to be notarised. Stock public, once signed. law of its own jurisdiction and/or any foreign treaty requirements. or asset purchase agreements (for assets other Witnesses are not required for the execution of share, asset than real estate) do not need to be notarised. and real estate purchase agreements.
THE NETHERLANDS Yes. The authority to execute documents on behalf of a company A simple signature is required for a non-notarial Execution must be in accordance with the foreign A notarial deed must be executed before a civil depends on the contents of the company’s articles of deed and a signature in the presence of a civil entity’s law of incorporation and its internal law notary but is only required in a limited association. law notary is required for a notarial deed. board rules or any other method permitted by the number of circumstances. company’s law of incorporation. A non-notarial deed does not require any additional formality and can even be signed in counterparts.
RUSSIAN FEDERATION No. The official company seal is usually placed over the Notarial certification of an individual’s signature A foreign company must place its company seal signature of the company’s legal representative. on acquisition documents is not required (except (if any) over the signature of the company’s legal for agreements dealing with participation representative. interests in Russian LLCs). If documents executed by a foreign party refer to a place of execution outside Russia, the document should be apostilled or legalised, as appropriate.
SINGAPORE Yes, a distinction is made between a simple Contracts can be executed: Contracts can be executed: The formalities are the same as for Singaporean contract and a deed. companies. In writing under the common seal of the corporation. In writing. Formalities depend on whether execution is by an In writing signed by the corporation’s representative. Orally. individual or a company. Orally, on behalf of the corporation by its representative. Contracts made in writing are preferred and Deeds require extra formalities but do not require should also be signed. consideration to be enforceable, unlike contracts. Deeds can be executed: Deeds should be signed, sealed and delivered. Under company seal. The signature should also be witnessed. By an authorised person on its behalf.
SOUTH KOREA No. The representative director(s) signs or stamps the Documents can be executed: Documents are normally executed by: documents with their registered corporate seal. If using a Orally. Corporate seal (if any). corporate seal, a certificate is sent to verify the validity of the seal. In writing. Authorised signatory under the articles of incorporation of the foreign company. Depending on the type of transaction, and if required by the Documents are usually executed in writing and company’s articles of association, the resolution of the board will be signed or stamped with a registered Any other method under the applicable law of the or shareholders’ meeting is provided to the other party. individual seal. foreign company’s jurisdiction.
UK (ENGLAND AND WALES) Yes. A company must execute a simple contract or deed using: Simple contracts can be executed by individuals Documents are executed by: orally. If in writing, a signature is needed. Deeds require additional formality to simple The signatures of two authorised signatories. Common seal. contracts (notably, it must state on its face that it For a deed, an individual must sign in the The signature of a single director in the presence of a Authorised signatory or signatories, provided is a deed). witness who attests. presence of an attesting witness. execution is in accordance with the law of The execution formalities depend upon the incorporation. The company’s seal in accordance with the company’s identity of the signatory. articles of association. Any other method allowed by the law of incorporation.
US Generally no, but some documents require Execution of a simple contract requires: Contracts can be executed by the signature of the Documents must be executed by an authorised notarisation for example, transfers of land or person to be bound. They can be notarised and, signatory or signatories, provided execution is in The signature of an authorised signatory. interests in land. if they involve international parties, they may accordance with the law of incorporation. The signature of one officer (unless more are required). require an apostille certificate. A company seal combined with an authorised signature. © This information was first published in the International Acquisitions (Private Company) Transaction Guide © This information was first published in the International Acquisitions (Private Company) Practical Law Company. and is reproduced with the permission of publisher,