Law Reform (Miscellaneous Provisions) (Scotland) Act 1990

Execution of documents by companies

72 Execution of documents by companies

(1) For section 36B of the [1985 c. 6.] Companies Act 1985 (execution of documents: Scotland) there shall be substituted the following section—

“36B Execution of documents: Scotland

(1) This section has effect in relation to the execution of any document by a company under the law of Scotland on or after 31 July 1990.

(2) For any purpose other than those mentioned in subsection (3) below, a document is validly executed by a company if it is signed on behalf of the company by a director or the secretary of the company or by a person authorised to sign the document on its behalf.

(3) For the purposes of any enactment or rule of law relating to the authentication of documents under the law of Scotland, a document is validly executed by a company if it is subscribed on behalf of the company by—

(a) two of the directors of the company;

(b) a director and the secretary of the company; or

(c) two persons authorised to subscribe the document on behalf of the company,

notwithstanding that such subscription is not attested by witnesses and the document is not sealed with the company’s common seal.

(4) A document which bears to be executed by a company in accordance with subsection (3) above is, in relation to such execution, a probative document.

(5) Notwithstanding the provisions of any enactment (including an enactment contained in this section) a company need not have a common seal.

(6) For the purposes of any enactment providing for a document to be executed by a company by affixing its common seal or referring (in whatever terms) to a document so executed, a document signed or subscribed on behalf of the company by—

(a) two directors of the company;

(b) a director and the secretary of the company; or

(c) two persons authorised to sign or subscribe the document on behalf of the company,

shall have effect as if executed under the common seal of the company.

(7) In this section “enactment” includes an enactment contained in a statutory instrument.

(8) Subsections (2) and (3) above are—

(a) without prejudice to any other method of execution of documents by companies permitted by any enactment or rule of law; and

(b) subject to any other enactment making express provision, in relation to companies, as to the execution of a particular type of document.”

(2) Where, on or after 31 July 1990 and prior to the coming into force of this section, a document was signed or subscribed, in accordance with section 36B(2) of the [1985 c. 6.] Companies Act 1985 (as inserted by section 130(3) of the [1989 c. 40.] Companies Act 1989), by—

(a) a company; or

(b) a body corporate to which section 36B of the 1985 Act (as so inserted) applied by, under or by virtue of any enactment,

that document shall be deemed to have been validly executed by the company or body corporate in accordance with subsection (2) of section 36B of the 1985 Act as substituted by subsection (1) above.

(3) Where, on or after 31 July 1990 and prior to the coming into force of this section, the presumption in section 36B(3) of the Companies Act 1985 (as inserted by section 130(3) of the Companies Act 1989) applied in relation to a document, that document shall be deemed to have been validly executed in accordance with subsection (3) of section 36B of the 1985 Act as substituted by subsection (1) above, and subsection (4) of that section as so substituted shall apply to the document as if it bore to be so executed.

(4) For the avoidance of doubt, in determining, for the purposes of subsection (3) above, whether the presumption in section 36B(3) of the Companies Act 1985 (as inserted by section 130(3) of the Companies Act 1989) applied in relation to a document, the reference in section 36B(2)(b) of the 1985 Act (as so inserted) to the last page shall be construed as a reference to the last page of the document excluding any inventory, appendix, schedule, plan or other document annexed to the document.

(5) Any reference to section 36B of the Companies Act 1985 (however expressed) in any enactment (including an enactment contained in a statutory instrument) shall be construed as a reference to section 36B of that Act as substituted by subsection (1) above.