PART 4Protected Cell Companies
CHAPTER 5Operation of a protected cell company
Execution of documents: England and Wales, and Northern Ireland63
1
The following provisions have effect under the law of England and Wales, or Northern Ireland, with respect to the execution of a document by a protected cell company.
2
Where a protected cell company has a common seal, the protected cell company may execute a document by affixing its common seal to the document.
3
A document that is signed by at least one director and expressed (in whatever form of words) to be executed by the protected cell company has the same effect as if executed under the common seal of the protected cell company.
4
A document executed by a protected cell company which makes it clear on its face that it is intended by the person or persons making it to be a deed—
a
has effect, on delivery, as a deed; and
b
is to be presumed, unless the contrary intention is proved, to be delivered upon its being executed.
5
In favour of a purchaser—
a
a document is deemed to be executed by the protected cell company if it purports to be signed by at least one director or, in the case of a director which is a body corporate, it purports to be executed by that director;
b
if the document makes it clear on its face that it is intended by the person making it to be a deed, the document is deemed to have been delivered upon its being executed.
6
In paragraph (5), “purchaser” means a purchaser in good faith for valuable consideration and includes—
a
an undertaking from whom the protected cell company has assumed a risk on behalf of a cell; and
b
a person to whom the protected cell company has issued an investment on behalf of a cell.