Q&As

Do you have a form of execution for a British Virgin Island company signing a deed?

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Published on LexisPSL on 16/09/2019

The following Commercial Q&A provides comprehensive and up to date legal information covering:

  • Do you have a form of execution for a British Virgin Island company signing a deed?

Do you have a form of execution for a British Virgin Island company signing a deed?

The Companies Act 2006 (CA 2006) sets out how companies incorporated in England and Wales or Northern Ireland may enter into and execute a deed. The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 (OC (EDRC) Regs), SI 2009/1917 apply CA 2006, ss 43, 44, 46 and 48 to overseas companies with modifications.

CA 2006 (as modified by the OC (EDRC) Regs, SI 2009/1917, reg 4) provides that a document may be executed by an overseas company:

  1. by the affixing of its common seal

  2. if it is executed in any manner permitted by the laws of the territory in which the company is incorporated for the execution of documents by such a company, or

  3. if it is signed by a person who, in accordance with the laws of the territory in which an overseas company is incorporated, is acting under its authority (express or implied) and it is expressed (in whatever form of words) to be executed by it

If an overseas company is using a common seal to execute an English law deed, its constitution must be checked for

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