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 10 . . .
Transfer of Deeds or Names on Title Deeds
Execution of Deeds by Companies registered under the Companies Acts
Execution by a Company otherwise than under a common seal:
The same will apply to a Deed lodged for registration that purports to have been executed on behalf of the Company by people who lack any description. The exception is that if it can be shown by extrinsic evidence that the signatures are those of people who were in fact a Director and the Secretary, two Directors, or a single Director if the signature is witnessed and attested, of the Company at the date of execution, then Land Registry may be able to accept the Deed as validly executed.
Delivery
As with other Deeds, a Deed which has been executed by a Company must also be delivered in order to be effective.
A document executed by a Company that makes it clear on its face that it is intended by the people making it to be a Deed is presumed to have been delivered on execution unless a contrary intention is proved (section 46 Companies Act 2006).
In practice, Land Registry assume that a document has been delivered as a Deed unless there is some indication to the contrary. So if, for example, the words of execution have been modified to provide that the delivery has not taken place, or that delivery is not to be presumed until some condition has been fulfilled, Land Registry will require evidence that delivery has subsequently taken place.
Execution where the Director or Secretary is also a Company
The seal of the executing Company needs to be affixed to the deed "in the presence of and attested by" the Director and Secretary or, from 15 September 2005, two Directors (section 74(1) Law of Property Act 1925). A corporate Director or Secretary must act through the agency of a real person. That person is required to be physically present at the affixing of the seal and must then attest the affixing with their signature. Land Registry suggest the following words of execution (amended as necessary) be used where the Director or Secretary is also a Company.
Executed as a Deed by affixing the [common seal of company]
common seal of (name of company)
in the presence of a Director and
(name of individual) duly authorised
by (name of corporate [secretary]
[director] to attest the affixing of the
seal of its behalf as [Director]
[Secretary] of (executing company)
Signature of Director . . .
Signature of [Director / Secretary ] . . .
When the executing company is executing a Deed on or after 6 April 2008 without using a common seal in accordance with section 44 Companies Act 2006 the following form of execution may be used.
Signed as a deed by (name of [Signature . . . Director]
individual) duly authorised by
(name of corporate Director) to
sign on its behalf as Director
of (executing company):
In the presence of:
Signature of Witness . . .
Name in Block Capitals . . .
Address . . .
Execution by Directors / Secretaries on behalf of several Companies
From 15 September 2005, where a person who is a Director or Secretary of two or more Companies executes a Deed on behalf of them all, such person must sign the Deed separately for each Company (section 36A (4A) Companies Act 1985 and section 44(6) Companies Act 2006). It is essential, however, that the words of execution are drafted carefully as otherwise Land Registry may need proof that the signatories have the relevant status within each Company. An attestation clause along the following lines should therefore be used:
Signed as a Deed by (names of [Signature of Director of first executing
executing Companies) by (name Company]
of first individual signing as
Director) being a Director of [Signature of [Secretary / Director] of first
each of the executing executing Company]
Companies and (name of
second individual) being [a [Signature of Director of second executing
Director / Secretary] of each Company]
of the executing Companies.
[Signature of Secretary / Director ] of
second executing Company]
(All italics in this page are Crown Copyright and reproduced here for your information with permission from HM Land Registry)
. . . continued on page 12 (Manchester Conveyancing Solicitors Property Lawyers on Transfer of Deeds or names on Deeds 12)
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