From 15 September 2005 changes to the Regulatory Reform (Execution of Deeds and Documents) Order 2005 (the "Order") will come into force. The Order will introduce changes to legislation relating to the execution of deeds and other documents by companies and corporations.
The main purpose of the Order is to remove the inconsistencies and uncertainties that exist under the current legislative framework and to reduce the burden on companies and corporations. Therefore, in practice, these changes are unlikely to have a significant impact on the way companies currently execute deeds and other documents, but will provide certainty for such companies and third parties that documents upon which they intend to rely have been properly executed.
Changes introduced by the Order include:
- merely sealing a document will not make it a deed
- third parties will be able to rely on the attestation of a company seal by any two directors as an alternative to the signatures of one director and the company secretary
- directors and secretaries of more than one company entering into a deed will have to sign separately for each company they represent
- third parties will be able to rely on a solicitor having authority to complete the transaction in all types of transaction, not just when land is being sold
- third parties can rely on the attestation of companies acting as director or the secretary of another company when that company executes a deed
- it will be clearer that execution of a deed is by execution and delivery
- it will be clearer that a corporation may execute a deed by the signature of an individual or corporate attorney
The Department for Constitutional Affairs (the "DCA") has published a guidance note, "Guidance on new rules for making deeds and documents by and on behalf of companies and corporations" dated 23 June 2005, which includes a consolidated version of the relevant statutes as amended by the Order.
You can access the DCA guidance note on the DCA website at:
http://www.dca.gov.uk/pubs/deed-doc-guidance.pdf
The Order can be found on the HMSO website at:
http://www.uklegislation.hmso.gov.uk/si/si2005/20051906.htm
This article was written for Law-Now, CMS Cameron McKenna's free online information service. To register for Law-Now, please go to www.law-now.com/law-now/mondaq
Law-Now information is for general purposes and guidance only. The information and opinions expressed in all Law-Now articles are not necessarily comprehensive and do not purport to give professional or legal advice. All Law-Now information relates to circumstances prevailing at the date of its original publication and may not have been updated to reflect subsequent developments.
The original publication date for this article was 15/09/2005.
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