Ratification
The act of confirming or adopting an act previously done without authority. In agency law, a principal can ratify an agent's unauthorised act, making it binding as if originally authorised.
Independent editorial summary — not the official statute text. Read the official version on legislation.gov.uk.
In company law, ratification has a specific statutory footing under section 239 of the Companies Act 2006, which governs how a company may ratify conduct by a director that would otherwise expose that director to liability. The section applies to 'the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust' in relation to the company, and requires the decision to ratify to be taken 'by resolution of the members of the company' rather than by the board.
The statute builds in safeguards against a director ratifying their own wrongdoing: where the resolution is proposed in writing, the director (if a member) and any connected member are not eligible to vote on it, and where it is proposed at a meeting the resolution is only passed if the necessary majority is reached disregarding any votes cast by the director or a connected member in favour. Section 239 does not exhaustively codify the doctrine — it expressly preserves 'any rule of law as to acts that are incapable of being ratified by the company', so certain acts remain unratifiable under the wider common law regardless of how members vote.
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Official sources
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