The Regulatory Reform (Execution of Deeds and Documents) Order 2005

• Citation: S.I. 2005/1906
• Sections: 27

Section 1 Citation, commencement, application and extent

(1) This Order may be cited as the Regulatory Reform (Execution of Deeds and Documents) Order 2005 and shall come into force at the end of the period of 12 weeks beginning with the day on which it is made.

(2) The provisions of this Order shall not apply in relation to any instrument executed before the date on which this Order comes into force.

(3) This Order extends to England and Wales only.

Section 2 Interpretation

In this Order—

“the 1925 Act ” means the Law of Property Act 1925 ;

“the 1985 Act ” means the Companies Act 1985 ;

“the 1989 Act ” means the Law of Property (Miscellaneous Provisions) Act 1989 .

Section 3 Execution by corporations

For section 74(1) of the 1925 Act substitute—

(1) In favour of a purchaser an instrument shall be deemed to have been duly executed by a corporation aggregate if a seal purporting to be the corporation’s seal purports to be affixed to the instrument in the presence of and attested by—

(a) two members of the board of directors, council or other governing body of the corporation, or

(b) one such member and the clerk, secretary or other permanent officer of the corporation or his deputy.

Section 4 Execution of deeds by corporations

After section 74 of the 1925 Act insert—

Execution of instrument as a deed

(74A)

(1) An instrument is validly executed by a corporation aggregate as a deed for the purposes of section 1(2)(b) of the Law of Property (Miscellaneous Provisions) Act 1989, if and only if—

(a) it is duly executed by the corporation, and

(b) it is delivered as a deed.

(2) An instrument shall be presumed to be delivered for the purposes of subsection (1)(b) of this section upon its being executed, unless a contrary intention is proved.

Section 5 Repeal of irrebuttable presumption of delivery

In section 36A(6) of the 1985 Act (which makes provision to deem documents to be duly executed by companies) omit the words from “and, where” to “executed”.

Section 6 Execution of deeds by companies

After section 36A of the 1985 Act insert—

Execution of deeds: England and Wales

(36AA)

(1) A document is validly executed by a company as a deed for the purposes of section 1(2)(b) of the Law of Property (Miscellaneous Provisions) Act 1989, if and only if—

(a) it is duly executed by the company, and

(b) it is delivered as a deed.

(2) A document shall be presumed to be delivered for the purposes of subsection (1)(b) upon its being executed, unless a contrary intention is proved.

Section 7 Execution on behalf of another person

(1) After section 74(1) of the 1925 Act insert—

(1A) Subsection (1) of this section applies in the case of an instrument purporting to have been executed by a corporation aggregate in the name or on behalf of another person whether or not that person is also a corporation aggregate.

(2) After section 36A(6) of the 1985 Act insert—

(7) This section applies in the case of a document which is (or purports to be) executed by a company in the name or on behalf of another person whether or not that person is also a company.

(3) In section 1(2)(b) of the 1989 Act (requirements for valid execution as a deed), for the words from “by” to the end substitute—

(i) by that person or a person authorised to execute it in the name or on behalf of that person, or

(ii) by one or more of those parties or a person authorised to execute it in the name or on behalf of one or more of those parties.

(4) After section 1(4) of the 1989 Act insert—

(4A) Subsection (3) above applies in the case of an instrument executed by an individual in the name or on behalf of another person whether or not that person is also an individual.

Section 8 Execution under seal not evidence of intention to create a deed

After section 1(2) of the 1989 Act insert—

(2A) For the purposes of subsection (2)(a) above, an instrument shall not be taken to make it clear on its face that it is intended to be a deed merely because it is executed under seal.

Section 9 Extension of presumption of authority to deliver

In section 1(5) of the 1989 Act (presumption of authority to deliver an instrument on behalf of another) omit the words “involving the disposition or creation of an interest in land”.

Section 10 Minor and consequential amendments and repeals

(1) Schedule 1 has effect.

(2) The enactments specified in Schedule 2 are repealed to the extent specified in the third column of that Schedule.

Section 1 Law of Property Act 1925

Section 74 of the 1925 Act (execution by or on behalf of corporations) shall be amended in accordance with paragraphs 2 to 4.

Section 2 Law of Property Act 1925

After subsection (1A), inserted by article 7(1) above, insert—

(1B) For the purposes of subsection (1) of this section, a seal purports to be affixed in the presence of and attested by an officer of the corporation, in the case of an officer which is not an individual, if it is affixed in the presence of and attested by an individual authorised by the officer to attest on its behalf.

Section 3 Law of Property Act 1925

In subsection (3) (execution of conveyance by individual in the name or on behalf of a corporation), after “witness” insert “who attests the signature”.

Section 4 Law of Property Act 1925

In subsection (4) (execution by corporation as attorney)—

(a) for “deed or other instrument” substitute “instrument by signing it”, and

(b) after “such other person” insert “or, if the instrument is to be a deed, by so signing it in the presence of a witness who attests the signature”.

Section 5 Powers of Attorney Act 1971

Section 7 of the Powers of Attorney Act 1971 (execution of instrument by donee of power of attorney) shall be amended in accordance with paragraphs 6 to 8.

Section 6 Powers of Attorney Act 1971

subsection (1) (effect of execution by donee), for the words from “document” to the end substitute “instrument executed or thing done in that manner shall, subject to subsection (1A) of this section, be as effective as if executed by the donee in any manner which would constitute due execution of that instrument by the donor or, as the case may be, as if done by the donee in the name of the donor”.

Section 7 Powers of Attorney Act 1971

After subsection (1) insert—

(1A) Where an instrument is executed by the donee as a deed, it shall be as effective as if executed by the donee in a manner which would constitute due execution of it as a deed by the donor only if it is executed in accordance with section 1(3)(a) of the Law of Property (Miscellaneous Provisions) Act 1989.

Section 8 Powers of Attorney Act 1971

Omit subsection (3).

Section 9 Companies Act 1985

Section 36A of the 1985 Act (execution of documents: England and Wales) shall be amended in accordance with paragraphs 10 to 12.

Section 10 Companies Act 1985

After subsection (4) insert—

(4A) Where a document is to be signed by a person as a director or the secretary of more than one company, it shall not be taken to be duly signed by that person for the purposes of subsection (4) unless the person signs it separately in each capacity.

Section 11 Companies Act 1985

After subsection (7), inserted by article 7(2) above, insert—

(8) For the purposes of this section, a document is (or purports to be) signed, in the case of a director or the secretary of a company which is not an individual, if it is (or purports to be) signed by an individual authorised by the director or secretary to sign on its behalf.

Section 12 Companies Act 1985

In Schedule 22 to the 1985 Act (application of provisions of that Act to unregistered companies), in the entries relating to Part 1—

(a) in the first column, after “36A” insert “, 36AA”, and

(b) in the second column, after “documents” insert “and deeds”.

Section 13 Law of Property (Miscellaneous Provisions) Act 1989

Section 1 of the 1989 Act (deeds and their execution) shall be amended in accordance with paragraphs 14 and 15.

Section 14 Law of Property (Miscellaneous Provisions) Act 1989

In subsection (4) (interpretation of references to signing an instrument), for the words from “making” to the end substitute—

(a) an individual signing the name of the person or party on whose behalf he executes the instrument; and

(b) making one’s mark on the instrument,

and “signature” is to be construed accordingly.

Section 15 Law of Property (Miscellaneous Provisions) Act 1989

In subsection (6) (interpretation) in the definitions of “disposition” and “purchaser”, for ““disposition” and “purchaser” have the same meanings” substitute ““purchaser” has the same meaning”.

Section 16 Companies Act 1989

In section 130(6) of the Companies Act 1989 (power to make regulations applying provisions of the 1985 Act to foreign companies), after “documents;” insert “execution of deeds;”.

Section 17 Land Registration Act 2002

At the end of section 91(9) of the Land Registration Act 2002 (application of section 36A of the Companies Act 1985 in relation to electronic conveyancing), insert “(and subsection (8) of that section, in so far as it relates to the document, shall be read accordingly)”.