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 11 . . .
Transfer of Deeds or Names on Title Deeds
Execution of Deeds by Companies registered under the Companies Acts
Execution by Directors / Secretaries on behalf of several Companies:
In addition to the above form of attestation, for Deeds executed on or after 6 April 2008 in accordance with section 44(2)(b) Companies Act 2006, the following form of attestation may be used by Conveyancing Solicitors and Property Lawyers:
Signed as a Deed by (names of [Signature of Director of first executing
executing Companies) acting by Company . . . Director]
(name of Director) being a
Director of each of the Signature of Director of second executing
executing Companies Company . . . Director]
Signature of Witness. . . .
Name in Block Capitals . . .
Address . . .
Executing by Scottish Companies registered under the Companies Acts
The question of whether a disposition of Property in England and Wales is formally valid must be determined in accordance with the lex situs, that is, the law of England and Wales. It is the Land Registry's view, therefore, that the requirements for an effective transfer etc. of registered Property are the same where the disposition is by a Scottish Company registered under the Companies Acts as for a disposition by English and Welsh Companies so registered.
Section 48 Companies Act 2006 provides that "a document signed or subscribed by or on behalf of a Company in accordance with the provisions of the Requirements of Writing (Scotland) Act 1995 shall have effect" as if executed by a Company affixing its common seal. However, the section begins: "The following provisions form part of the Law of Scotland only". It is difficult to see, therefore, how section 48 Companies Act 2006 can be relevant where it is registered Property that is being disposed of.
The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 includes provisions as to execution by overseas Companies, but a Scottish Company is not an overseas Company.
Execution of Deeds by unregistered Companies
An unregistered Company is a body corporate in and having a place of business in Great Britain, except:
- a body incorporated by or registered under any public general Act of Parliament
- any body not formed for the purpose of carrying on a business that has for its objects the acquisition of gain by the body or its individual members
- any body for the time being exempted by direction of the Secretary of State
In practice, unregistered Companies are usually incorporated either by Royal Charter or private Act of Parliament and of a local character, although some larger Companies, such as certain insurance Companies, fall into this category. In transfers of registered Property and other instruments whose for is prescribed, the attestation clause prepared by Conveyancing Solicitors and Property Lawyers should be in the form set out in section: Execution by a Company under its common seal where the unregistered Company executes using its common seal. Land Registry will need to see the statute, Charter or other document of constitution of the Company when other forms of attestation clause are adopted.
For Deeds executed before 6 April 2008 an unregistered Company can make use of the same alternative method of execution as a Company registered under the Companies Acts. So an unregistered Company may execute without using its seal by arranging for a Director and its Secretary, or two Directors, to sign on its behalf. In the case of a transfer of registered Property or other instrument whose form is prescribed, the attestation clause prepared by Conveyancing Solicitors and Property Lawyers should be in the form set out in section: Execution by a Company otherwise than under a common seal.
For deeds executed on or after 6 April 2008 an unregistered Company may execute Deeds using its common seal in form C, schedule 9 LRR 2003.
Execution of Deeds by other Corporations incorporated in the UK
A Corporation is either a Corporation sole or aggregate. A Corporation sole is an office, such as 'bishop', that has a legal personality separate from the particular holder of the office for the time being. A Corporation aggregate is a body of persons that has a legal personality separate from the particular members of the body for the time being.
(All italics in this page are Crown Copyright and reproduced here for your information with permission from HM Land Registry)
. . . continued on page 13 (Manchester Conveyancing Solicitors Property Lawyers on Transfer of Deeds or names on Deeds 13)
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