Signing Contracts for an Irish LTD: Authority, Deeds and Seals

Identify the legal party before choosing a signature block

Start with the company's exact registered name and CRO number. A trading name, website address or a founder's name can identify the business informally without identifying the legal contracting party. Check the first page, definitions, schedules and execution block: they should consistently identify the intended company rather than its shareholder or another group entity.

Confirm the company already exists and that the arrangement is intended to belong to it. If someone signed before incorporation, do not simply replace the name in an old PDF. Review that earlier arrangement separately. Likewise, a contract originally made personally does not become a company document merely because the company later pays the invoices.

Read whether the signer is being asked to act for the company, personally, or in more than one capacity. Do not assume a company signature removes a separate personal undertaking. Ask for any guarantee, indemnity or other personal commitment to be explained before signing, rather than treating the final signature page as routine administration.

An ordinary contract is not automatically a sealed instrument

Section 42 distinguishes different forms of company contracts. For an agreement legally required to be written and signed, it permits signing by someone acting with express or implied company authority. It separately provides a common-seal route for contracts which, between individuals, would require writing under seal. It also addresses contracts that can be made orally.

For directors preparing paperwork, the useful first question is what kind of document the adviser or counterparty requires. A routine service agreement and a document intended to operate as a deed should not be processed from the same assumption. Not every commercial agreement requires a second officer's signature merely because one party is an LTD.

Do not decide the classification from the filename or a familiar logo. Check the whole document, its intended effect, governing law and execution wording. If the document says deed, includes property or security arrangements, or comes with specific completion instructions, resolve the formalities before arranging signatures. A seal is not a substitute for that review.

• Companies Act: Section 42, forms of company contracts

Make the signing authority clear inside the company

Being a shareholder and being an authorised signatory are not the same question. Establish the actual authority for the transaction, including any board decision or existing delegation. Check its scope: approval to negotiate a supply arrangement is not necessarily approval to sign the final version with changed payment terms or a guarantee attached.

Section 40 contains rules on persons authorised to bind a company and the effect of certain limitations, while preserving directors' duties. Internal approval controls and the question whether a contract binds the company are not identical. Do not assume a missing minute automatically makes a signed contract unenforceable; obtain advice about the actual circumstances.

For routine administration, keep a simple authority schedule: person, transaction type, any approval limit and the evidence of delegation. Escalate a document outside that scope before it is signed. The aim is to avoid uncertainty within the company, not to claim that every counterparty must inspect all of its internal records.

• Companies Act: Section 40, authority and directors' duties

Having a seal is a legal requirement, not universal signing permission

Section 43 requires a common seal bearing the company's name legibly. Its default rules require directors' authority, a signature by a director or appointed person, and countersignature by the secretary, a second director or another appointed person. The Act and constitution can affect the route, including separate provisions for a registered person.

Have the transaction adviser identify the exact route and people required. The person holding the device is not necessarily the person who may authorise its use. A rubber stamp of a trading name, a scanned company logo and the company's actual common seal are not interchangeable tools.

Check the registered name before ordering or using a seal, especially after a name change. Keep custody controlled and do not emboss blank pages for later completion. For a particular instrument, match the approval to the final document and follow the signing instructions rather than applying the seal simply because it is available.

• Companies Act: Section 43, common seal and default formalities

A single-director LTD still needs the correct second role

An LTD can have one director, but that does not remove the separate company-secretary role or make every two-role requirement a one-person task. Section 134 prevents a requirement for a director and secretary being satisfied by the same person acting in both capacities. Identify the relevant people before booking a completion date.

For an ordinary authorised contract, a single signatory may be sufficient; for a sealed instrument, assess its applicable signing and countersigning route. Do not import an assumption from a UK company template that a director plus any independent witness must always be the correct Irish-company method.

Check that the proposed officer is still appointed and available, and whether the adviser needs evidence of appointment or delegated authority. Buying a company-secretary service does not automatically instruct the provider to countersign every deed. Agree the specific task, authority, checks and timetable with the provider and transaction solicitor.

• Companies Act: Section 134, dual director-and-secretary capacity
• CRO: LTD directors and secretary requirements

Current counterpart rules can help when signatories are apart

The current Section 43A permits the relevant instrument to consist of documents in like form, with the required signatures and seal distributed across them in accordance with the section. The revised legislation records the substituted provision as effective from 3 December 2024. Do not rely on an expired pandemic-era explanation instead of the current text.

For the ordinary Section 43A(2) route, one such document is signed by the person in the first signing category, one by the person in the countersigning category, and one has the company seal affixed. The section has a separate registered-person route. Ask the solicitor to coordinate the correct version and assembly.

This is not permission to combine different negotiated drafts or disregard signatures. Give every participant the agreed final version, control changes, record which counterpart contains each required element and retain the completed set. If a term changes during signing, stop and ask how the updated document should be executed.

• Companies Act: current Section 43A and commencement annotation

An attorney or overseas seal needs its own authority

Section 41 permits a company to empower an attorney for specified matters or more generally, inside or outside Ireland, and provides for deeds signed under that authority. This is a specific appointment route, not a general power acquired by an adviser or agent simply because they assist the company.

Section 44 separately addresses an official seal for use abroad where the constitution authorises it, including its design and the agent's authority. It should not be confused with casually sending the ordinary common seal to an overseas shareholder. Foreign recognition, witnessing and completion arrangements also need transaction-specific advice.

If directors are overseas, begin planning early. Tell the solicitor where each person will sign, what access they have to originals and whether any attorney is proposed. Do not assume formation or seal supply includes a power of attorney, an overseas official seal, an apostille or a legal opinion. Confirm each separately.

• Companies Act: Section 41, company powers of attorney
• Companies Act: Section 44, official seals for use abroad

Electronic signing is not a universal substitute for sealing

An electronic signature platform does not itself decide whether a particular document has been validly executed. The Electronic Commerce Act has separate provisions for signatures, witnessed signatures and documents under seal. Section 16's electronic route has specific certificate and consent conditions; a pasted signature image is not automatically sufficient.

Ask the adviser to confirm the applicable legislation, document type, recipient requirements and intended electronic method. Do not assume every company instrument must be physically sealed, but do not assume every signing platform replaces a required seal either. Ordinary electronic contract signing and formal execution questions must be assessed separately.

Retain the final file, signing evidence and any required original or counterpart set. Check that later downloads still include the completed version rather than an earlier unsigned attachment. If a recipient asks for a different execution method, clarify the reason and requirements before repeating signatures or creating conflicting versions.

• Electronic Commerce Act: revised Section 16, documents under seal

Keep approval, signing and completion as separate records

Section 166 requires records of specified directors' appointments, meeting attendance, resolutions and proceedings. A signing file should connect the relevant decision to the executed document. A sealing-register entry is useful evidence of the process, but it does not independently approve a transaction or cure an execution problem.

Keep the approval date, signature dates and agreed completion or release arrangements clear. Ask the solicitor when the document is to be dated, delivered or released and what outstanding conditions remain. Do not backdate a signature or resolution to make a late administrative step appear timely.

A practical file contains the approved final draft, authority, executed originals or complete counterpart set, signing instructions and completion correspondence. Record who holds originals and restrict access to the seal. After officer changes, hand over these records along with custody arrangements rather than leaving them in a former director's personal inbox.

• Companies Act: Section 166, directors' minutes

A fictional founder's pre-signing checklist

Aoife runs a fictional single-director LTD. She receives a customer service agreement and, later, a document for a property transaction. She does not stamp both documents as a precaution. For the service agreement she checks the company party, terms and her signing authority. For the property document she asks the solicitor to confirm the classification and execution route.

She then coordinates the appropriate people, final version and any counterpart arrangements. The common seal is available if the advised method needs it, but it is not treated as proof that the terms are suitable. Her records show the decision, completed document and any separate personal commitment requiring advice.

• Confirm the company exists and its legal details match throughout.
• Identify the document type, governing law and any personal capacity.
• Verify authority for the actual final transaction, not only negotiations.
• Obtain the solicitor's instructions for a deed or unusual instrument.
• Check current officers, appointed persons and their availability.
• Confirm any seal, counterpart, attorney or electronic requirements.
• Control the final version and pause if terms change during signing.
• Retain authority, executed documents and completion evidence together.

Order the right company-records tool, not a legal opinion

StartCompany.ie supplies a company seal through the existing seal service. Check the exact registered name and CRO number, review delivery requirements and confirm the current total payable on the live product page before ordering. If the company has been renamed, confirm the change is completed before requesting the new engraving.

A sealing register is a separate record-keeping tool. Neither purchase is transaction approval, solicitor review or certification that a deed is enforceable. Use the appropriate service for the physical item or records you need, and continue to obtain execution instructions from the professional handling the transaction.