Execution formalities—overseas companies
Execution formalities—overseas companies

The following Commercial guidance note provides comprehensive and up to date legal information covering:

  • Execution formalities—overseas companies
  • The law relating to overseas companies
  • Simple contracts
  • Execution by the company
  • Execution by seal
  • Execution in a manner permitted by the laws of the territory in which the overseas company is incorporated
  • Execution by the company under signature
  • Execution on behalf of the overseas company
  • Deeds
  • Authorised signatory of more than one overseas company
  • more

This Practice Note provides practical guidance on the execution of documents by overseas companies, primarily when execution takes place after 1 October 2009 in accordance with the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009, SI 2009/1917. In this Practice Note it is assumed the contract is in writing.

The law relating to overseas companies

The execution of documents by overseas companies is governed by the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 (OC(EDRC)R 2009), SI 2009/1917. These regulations apply (with modifications) to those provisions in the Companies Act 2006 (CA 2006) relating to company contracts and the formalities of doing business in the UK to companies incorporated outside the UK. OC(EDRC)R 2009, SI 2009/1917, reg 4 applies and modifies CA 2006, ss 43–44 and 46 to overseas companies doing business under the law of England, Wales or Northern Ireland. OC(EDRC)R 2009, SI 2009/1917, reg 5 applies and modifies CA 2006, s 48 in relation to the formalities of overseas companies doing business under the law of Scotland. This Practice Note focuses on OC(EDRC)R 2009, SI 2009/1917, reg 4 and its application in England, Wales and Northern Ireland. For information on execution formalities in Scotland, see: Execution—Scotland—overview.

Execution formalities in brief

The table below provides a brief overview of the execution formalities applicable to