SCHEDULES
SCHEDULE 17 Company Contracts, Seals, &c.: Further Provisions
Execution of deeds abroad
1
1
Section 38 of the M1Companies Act 1985 (execution of deeds abroad) is amended as follows.
2
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3
For subsection (2) (effect of deed executed by attorney) substitute—
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A deed executed by such an attorney on behalf of the company has the same effect as if it were executed under the company’s common seal.
Official seal for use abroad
2
1
Section 39 of the Companies Act 1985 (power to have official seal for use abroad) is amended as follows.
2
In subsection (1), after “A company” insert “which has a common seal” and for “the common seal of the company” substitute “its common seal”.
3
For subsection (2) (effect of sealing with official seal) substitute—
2
The official seal when duly affixed to a document has the same effect as the company’s common seal.
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Authentication of documents
4
In section 41 of the Companies Act 1985 (authentication of documents), for the words from “may be signed” to the end substitute “is sufficiently authenticated for the purposes of the law of England and Wales by the signature of a director, secretary or other authorised officer of the company.”.
Identification of company on common seal
7
In section 350 of the M3Companies Act 1985 (identification of company on company seal), for subsection (1) substitute—
1
A company which has a common seal shall have its name engraved in legible characters on the seal; and if it fails to comply with this subsection it is liable to a fine.
Floating charges under Scots law
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9
In section 466(2) of the Companies Act 1985 (execution of instrument altering floating charge)—
a
at the beginning of the subsection insert “Without prejudice to any enactment or rule of law regarding the execution of documents,”;
b
omit paragraph (a);
c
at the end of paragraph (b) insert “; or”, and
d
omit paragraph (d) and the word “or” preceding it.
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