Incorporated v unincorporated charities There are a number of incorporated or unincorporated structures that are adopted by charities. The corporate vehicles which can enjoy charitable status are: • a charitable company (which will invariably be a company limited by guarantee) • a co-operative society or community benefit society (previously known as industrial and provident societies) • charity trustees who are incorporated under Part 12 of the Charities Act 2011 (CA 2011) • a charitable incorporated organisation (ie the limited liability form provided by Part 11 of CA 2011), which only needs to be registered with the Charity Commission • a corporate body incorporated by Act of Parliament or by Royal Charter (eg the Official Custodian for Charities) Unincorporated charities will be either: • a charitable trust, or • a charitable unincorporated association Charitable company A charitable company can execute contracts, deeds and other documents in the same manner as any other company incorporated under any of the Companies Acts. A contract can be made by a charitable company either by: • using its common seal, or

What does this Practice Note cover? This Practice Note explains the methods in which a derivatives transaction can be executed. It also provides a high level introduction to smart derivatives contracts. The execution of a derivative contract differs depending on whether the contract is an exchange traded or over-the-counter (OTC) contract. For the former, the execution will often take place through a third party such as a broker and will be subject to standard documentation and clearance and settlement procedures provided by the exchange or its clearing house. This Practice Note concentrates on the process of executing OTC derivative contracts, which typically have no such infrastructure and the mechanics of execution are left for the two parties to the contract to arrange. For a more detailed explanation of the differences between OTC and exchange-traded derivatives, see Practice Notes: OTC and exchange traded derivatives—key features and concepts and OTC and exchange traded derivatives—documentation. Agreement of a contract The principles of contract law will apply to the execution of derivative contracts. That is, an offer by one party,

This Practice Note summarises the law, guidance and practice relating to the execution of simple contracts and deeds. It considers the key differences between deeds and simple contracts, the particular transactions for which a deed is required, the execution formalities for deeds and contracts, the requirement for signature, counterparts, dating, smart legal contracts, virtual execution and electronic signatures. We have produced a collection that is a comprehensive, interactive resource to help users identify and work through the concepts and common issues when executing documents. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution collection. Creating contracts A contract is a legally binding agreement that grants rights and creates duties between two or more parties. There is a vast amount of case law on contract law principles which are not covered in depth here. In the simplest possible terms, contract law principles provide that for a contract to exist, four key elements must be present: • an offer must have been made • that offer must have been accepted

This Practice Note summarises the basic considerations when executing all documents and links to associated guidance. Failure to consider these basic considerations when executing a document could make it difficult or impossible to enforce. The following topics are covered: • Formation of contracts • Authority • Capacity • Contracts and deeds • Counterparts • Testimonium clause • Witnessing • Alterations and mistakes • Location and jurisdiction • Overcoming impairments • Training materials Formation of contracts A contract is a legally binding agreement that grants rights and creates duties between two or more parties. There is a vast amount of case law on contract law principles which are not covered in depth here. In the simplest possible terms, contract law principles provide that for a contract to exist, four key elements must be present: • an offer must have been made • that offer must have been accepted • valuable consideration must be given for the promises being made, and • the parties must intend to enter into a legal relationship with one another Contracts can be made: • orally • ‘under

These training materials provide an introduction to execution and cover the principal areas of executing simple contracts and deeds and the key considerations that are relevant when executing such documents. They include template PowerPoint slides and associated notes for use by a trainer when outlining the law relating to execution of deeds and contracts in the context of the typical activities undertaken by commercial contracts lawyers. Topics covered include: distinguishing deeds from simple contracts, execution formalities for common entities, practical issues with company execution, witnesses, counterparts and electronic signatures. The training materials are customisable. Click the link below to download the PowerPoint presentation. Contents • Validly executing documents: — Contract formation — Distinguishing deeds from simple contracts — Capacity — Authority — Execution formalities for common entities — Practical issues with company execution

This Practice Note contains Q&As relating to practical execution issues relevant to specific entities, in particular: • Individuals • Companies, corporate bodies and corporations • Partnerships, LLPs and limited partnerships • Charities, trusts and unincorporated associations • Attorneys • Personal representatives Individuals • Individuals are parties to a transfer of shares (including a share purchase agreement) which are to be executed as a deed. The three individual sellers are also all trustees of Trust 1, Trust 2 and Trust 3. Is the share purchase agreement required to have 12 execution blocks, with each seller/trustee signing four times, or can one execution block each satisfy? • If a person who intended to sign a contract dies before signing the agreement, can their personal representative (PR) sign on their behalf or are there any other solutions to complete the contract? If a PR is able to sign, is there specific wording to include in the attestation clause? • Can an individual based overseas execute an English law power of attorney as a deed using an electronic signature? • Is there a difference between

This Practice Note links to content on the proper execution of deeds and simple contracts by individuals or corporations acting under a power of attorney, including guidance, Precedent clauses and Q&As. Execution formalities For guidance

This Practice Note links to content on the proper execution of deeds and simple contracts by incorporated and unincorporated charities, private trusts and unincorporated associations, including guidance, Precedent clauses and Q&As. Incorporated charities Execution formalities and clauses For guidance on the proper execution of deeds and simple contracts by incorporated charities, see Practice Notes: • Execution formalities—incorporated charities • Executing deeds and documents in property transactions—charities • Forming enforceable contracts—authority—Charities For examples of execution clauses for an incorporated charity entering into: • a simple contract (rather than a deed), see Precedent: Execution clause—charities (incorporated)—contract • a deed (rather than a simple contract), see Precedent: Execution clause—charities (incorporated)—deed Co-operative and community benefit societies and execution clauses For information on co-operative and community benefit societies, including what they are, the legal framework that governs them and guidance around their structure and registration, see Practice Note: Co-operative and community benefit societies. For examples of execution clauses for a co-operative and community benefit society entering into: • a simple contract (rather than a deed), see Precedent: Execution clause—registered society—contract • a

This Practice Note links to content for the proper execution of deeds and simple contracts by companies, corporate bodies and corporations, including guidance, Precedent clauses and Q&As. Companies Act 2006 Execution formalities and clauses For guidance on the proper execution of documents by companies after 6 April 2008 (being the date on which the relevant provisions of the Companies Act 2006 (CA 2006) came into force), see Practice Notes: • Execution formalities—companies • Forming enforceable contracts—authority—Companies Act companies For examples of execution clauses for a Companies Act company entering into: • a simple contract (rather than a deed), see Precedent: Execution clause—company—contract • a deed (rather than a simple contract), see Precedent: Execution clause—company—deed Seals For guidance regarding the requirements of a company seal, see Practice Note: Requirements of the company seal. For detailed information on the use of electronic seals in relation to information exchanges between businesses in the context of signing contractual documents, see also Practice Note: Electronic signatures. Company constitution For guidance on company constitutions, including what they are

This Practice Note links to content on executing documents as an individual, including guidance, Precedent clauses and Q&As. Execution formalities • for guidance on the proper execution of simple contracts and deeds by individuals, see

This Practice Note links to content on executing deeds and simple contracts for administrators, administrative receives, liquidators and other receivers, including both guidance and Precedent clauses. Administrators Execution formalities and clauses For guidance on the proper execution of deeds and simple contractors for administrators, see Practice Note: Execution formalities—administrators. For examples of execution clauses for administrators

This Practice Note links to content on the proper execution of deeds and simple contracts by partnerships, limited partnerships and limited liability partnerships, including guidance, Precedent clauses and Q&As. Partnerships Execution formalities and clauses For guidance on the proper execution of simple contracts and deeds for partnerships, see Practice Note: Execution formalities—partnerships. For examples of execution clauses for a partnership entering into: