Manchester Conveyancing Solicitors | Ford Banks Irwin Solicitors - The Property Lawyers in Manchester on Transfer of Deeds and Names on Title Deeds of any House / Apartment / Flat.
Please note: Not to be used or relied upon without legal advice. These notes are for illustration purposes ONLY
continued from page 9 . . .
Transfer of Deeds or Names on Title Deeds
Execution of Deeds by Companies registered under the Companies Acts
Execution by a Company under its common seal:
The protection for Conveyancing Solicitors and Property Lawyers for purchasers provided by section 74(1) Law of Property Act 1925 is limited to cases where the seal is affixed in the presence of a Director and the Secretary or, from 15 September 2005, two Directors. Where a a Deed is executed by a Company affixing its seal in the presence of persons other than a Director and the Secretary or two Directors, Land Registry may call for evidence from the Conveyancing Solicitors and Property Lawyers that the people attesting the affixing of the seal are duly authorised by the Companies articles to do so. Where their authority also depends upon a decision by the Directors of the Company, Land Registry may in addition require a certified copy of the board resolution.
Execution by a Company otherwise than under a common seal:
A different method of execution can be used by a Company which either has no seal or, having one, chooses not to use it. For Deeds executed before 6 April 2008, section 36(A)(4) Companies Act 1985 provides:
"A document signed by a Director and Secretary of a Company, or by two Directors of a Company, and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the common seal of the Company".
Section 36A(6) Companies Act 1985 provides protection for Purchasers where a document is executed in the following fashion.
"In favour of a Purchaser a document shall be deemed to have been duly executed by a Company if it purports to be signed by a Director and the Secretary of the Company, or by two Directors of the Company".
Where the Deed in question is a transfer of registered Property or other instrument whose form is prescribed, the following attestation clause is required:
Executed as a Deed by Signature ... [Director / Secretary]
(name of company)
acting by Signature ... [Director]
(a Director and its Secretary
or two Directors)
The above form of execution can be used for Deeds executed on or after 6 April 2008 by virtue of section 44(2)(a) and (3) Companies Act 2006. This form of execution will also apply to deeds execution by Northern Ireland Companies on or after 6 April 2008.
In addition for Deeds executed on or after 6 April 2008 section 44(2)(b) Companies Act 2006 provides that a Company may execute a document under the law of England and Wales or Northern Ireland by a single director if that signature is witnessed and attested.
Where a Deed in question in a transfer of registered Property or other instrument whose form is prescribed, the following attestation clause is required:
Executed as a Deed by Signature . . . [Director]
(name of company)
acting by a Director
in the presence of:
Signature of Witness:
Name (in Block capitals):
Address:
If a Deed is lodged for registration that does not have the common seal affixed and purports to have been:
- executed on behalf of the Company by signatories
- with descriptions other than that of Director and Secretary, or two Directors
- executed on or after 6 April 2008 on behalf of the Company by a signatory with a description other than that of a Director where the signature is witnessed and attested
Land Registry will require evidence to be produced by the Conveyancing Solicitors and Property Lawyers to show that the Deed has been duly executed. If such evidence cannot be produced Land Registry will insist that the procedure set out in section 36(A)(4) Companies Act 1985 for documents executed before 6 April 2008 or section 44(4) Companies Act 2006 for documents executed on or after 6 April 2008.
(All italics in this page are Crown Copyright and reproduced here for your information with permission from HM Land Registry)
. . . continued on page 11 (Manchester Conveyancing Solicitors Property Lawyers on Transfer of Deeds or names on Deeds 11)
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