F1PART IVOTHER AMENDMENTS OF COMPANY LAW
Miscellaneous
Company contracts and execution of documents by companies65
1
In Chapter III of Part II of the Companies Order (a company's capacity; the formalities of carrying on business), for Article 46 (form of company contracts) substitute—
Form of company contracts46
A contract may be made—
a
by a company, by writing under its common seal, or
b
on behalf of a company, by any person acting under its authority, express or implied;
and any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of a company.
2
After that Article insert—
Execution of documents46A
1
The following provisions have effect with respect to the execution of documents by a company.
2
A document is executed by a company by the affixing of its common seal.
3
A company need not have a common seal, however, and the following paragraphs apply whether it does or not.
4
A document signed by a director and the 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.
5
A document executed by a company which makes it clear on its face that it is intended by the person or persons making it to be a deed has effect, upon delivery, as a deed; and it shall be presumed, unless a contrary intention is proved, to be delivered upon its being so executed.
6
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, and, where it makes it clear on its face that it is intended by the person or persons making it to be a deed, to have been delivered upon its being executed.
A “purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.
3
After the Article inserted by paragraph (2) insert—
Pre-incorporation contracts and deeds46B
1
A contract which purports to be made by or on behalf of a company at a time when the company has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the company or as agent for it, and he is personally liable on the contract accordingly.
2
Paragraph (1) applies to the making of a deed as it applies to the making of a contract.
4
In Schedule 21 of the Companies Order (provisions applying to unregistered companies), at the appropriate place insert—
Article 46
Company contracts.
Subject to Article 667(3).
Article 46A
Execution of documents.
Subject to Article 667(3).
Article 46B
Pre-incorporation contracts and deeds.
Subject to Article 667(3).
5
The Department may make provision by regulations applying Articles 46 to 46B of the Companies Order (company contracts; execution of documents; pre-incorporation contracts and deeds) to companies incorporated outside Northern Ireland, subject to such exceptions, adaptations or modifications as may be specified in the regulations.
Para. (6)—Amendments
Pt. IV (arts. 44-78) repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles