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

An overseas company may be the seller, buyer, landlord, tenant, guarantor or mortgagee in relation to the sale or leasing of land in England and Wales in the same way as a company incorporated in England and Wales. However, in a transaction involving an overseas company, you should be aware of the need to: • satisfy the requirements of the Economic Crime (Transparency and Enforcement) Act 2022 (EC(TE)A 2022) (see Practice Note: Overseas entities and land under the Economic Crime (Transparency and Enforcement) Act 2022—property registration and restrictions) • obtain a legal opinion which confirms the status of the overseas company, its capacity to enter into the transaction documents and the validity of the execution method which has been adopted (see Practice Note: Legal opinions—property transactions) • ensure that all relevant documents and deeds are validly executed in accordance with the Companies Act 2006 (CA 2006) as modified by the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009, SI 2009/1917 (OC(EDRC)R 2009) and (where appropriate) the Law of Property

This Practice Note provides practical guidance on the proper execution of simple contracts and deeds for Law of Property Act receivers (LPA receivers) or fixed charge receivers. The appointment of an LPA/fixed charge receiver is a remedy of a chargee (ie the holder of security over property). LPA/fixed charge receivership is not an insolvency procedure and does not necessarily mean that the chargor (ie the person who granted the security) is insolvent. An LPA/fixed charge receiver must be a natural person (ie a company cannot be a receiver) but does not have to be an insolvency practitioner or hold any other particular qualification. Unlike a liquidator, administrator or trustee in bankruptcy, an LPA/fixed charge receiver is not in charge of a company as a whole (or in the case of an individual, is not in charge of the individual’s estate as a whole). An LPA/fixed charge receiver is appointed when a loan/mortgage is in default to take charge of specific property which is subject to a fixed charge, usually with a view to managing and selling the secured property,

This Practice Note provides practical guidance on proper execution of simple contracts and deeds by administrative receivers. Quick view The table below provides a brief overview of the execution formalities applicable to administrative receivers and where related precedent execution clauses can be found. For further information, navigate to the document type using the links in the first column. Document type Can be made: Document can be executed by: Precedents Simple contracts By the company.See: section 43(1)(a) of the Companies Act 2006 (CA 2006). Under the common seal of the company applied by the administrative receiver under the power granted in the debenture under which they are appointed. Execution clause—administrative receiver—contract (Option 2). By signature of the administrative receiver under the power granted in the debenture under which they are appointed, who signs in the presence of a witness. Execution clause—administrative receiver—contract (Option 3). On behalf of the company.See: CA 2006, s 43(1)(b). By signature of the administrative receiver under the power granted in the debenture under which they are appointed. Execution clause—administrative receiver—contract (Option

This Practice Note provides practical guidance on the proper execution of simple contracts and deeds for administrators. An administrator can be appointed over a company, a partnership or a limited liability partnership. For further information, see Practice Notes: Administration—an introductory guide, Administration of a Limited Liability Partnership and Insolvency of general partnerships—administration. For the purposes of this Practice Note we are addressing execution in the context of company administrations only. Quick view The table below provides a brief overview of the execution formalities applicable to administrators and where related precedent execution clauses can be found. For further information, navigate to the document type using the links in the first column. Document type Can be made: Document can be executed by: Precedents Simple contracts By the company.See: section 43(1)(a) of the Companies Act 2006 (CA 2006). Under the common seal of the company applied by the administrator.See: paragraph 60 of Schedule B1 and paragraph 8 of Schedule 1 to the Insolvency Act 1986 (IA 1986). Execution clause—administrator—contract (Option 2). By signature of the administrator who signs in the presence of

This Practice Note provides practical guidance on the 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). It covers the execution of deeds by companies and the execution of simple contracts by and on behalf of companies. Where practitioners are advising in relation to documents executed before 6 April 2008 (for example, in the event of a dispute), the relevant provisions of the Companies Act 1985 should be considered. In this Practice Note, it is assumed that the company executing the document in question is a private company governed by CA 2006 and that the document is in writing. For execution considerations for other legal entities, see: Execution—overview. 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, including information relating to the execution of deeds and simple contracts by and on behalf of companies. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section.

When considering the methods for signature of a deed or contractual agreement, different execution blocks must be used depending on: • the type of document (eg contractual agreement or deed) • the entity signing the document (ie the company itself, administrator, liquidator, administrative receiver, receiver, nominee or supervisor) Type of document Generally documents are split into: • agreements/contracts (for which valuable consideration must be provided) • deeds (for which no consideration is required) Deeds are instruments which: • make it clear on their face that they are intended to be a deed • are validly executed as a deed Deeds require the extra formality of being executed in the presence of a witness to be validly binding and therefore have a greater presumption of validity than an instrument merely signed by the parties, or an instrument under seal. Ideally, the witness should be independent (ie not the party's solicitor, colleague, spouse, family member, or another party to the deed) (see HM Land Registry Practice Guide 82). Companies regulated by the Companies Act 2006 must: • duly

This Practice Note provides practical guidance on the execution of documents by incorporated charities, focusing on execution of documents after 6 April 2008. It contains guidance on execution of documents by charities incorporated under the Companies Act 2006 (CA 2006), charitable incorporated organisations (CIOs) formed under section 204 of the Charities Act 2011 (CA 2011) and charity trustees that have incorporated under CA 2011, s 251 (Pt 12). For guidance on the execution of documents by unincorporated charities, see Practice Note: Execution formalities—unincorporated charities. In this Practice Note it is assumed the contract is in writing. 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. Incorporated charities Incorporated charities can be companies incorporated under CA 2006 or charitable incorporated organisations (CIOs) formed under CA 2011, s 204 (Pt 11). Incorporated charities may also include community benefit societies, bodies incorporated under royal charter

This Practice Note provides guidance on the proper execution of simple contracts and deeds for individuals. It covers issues of legal capacity, the form required for execution of documents by deed, and the requirements for witnesses. 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. Quick view The table below provides a brief overview of the execution formalities applicable to individuals and where related precedent execution clauses can be found. For further information, navigate to the document type using the links in the first column. Document type Document can be executed by: Precedents Simple contracts The signature of the individual. Execution clause—individual—contract Deeds Signature of the individual in the presence of a witness who attests the signature.See: Section 1(3) of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989). Execution clause—individual—deed (option 1) Signature at the individual’s direction but only if

This Practice Note provides practical guidance on proper execution of simple contracts and deeds for limited liability partnerships (LLPs). See also Precedents: Execution clause—limited liability partnership—contract and Execution clause—limited liability partnership—deed. For analysis relating to the formation of an LLP, see Practice Note: Forming a limited liability partnership. 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. The law Before 1 October 2009, the execution formalities that applied to LLPs were set out in the Companies Act 1985. Since 1 October 2009, LLPs have been subject to the Companies Act 2006 (CA 2006) by virtue of and modified by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (LLPs (Application of CA 2006) Regs 2009), SI 2009/1804 which applies CA 2006, ss 43–47 to LLPs with modifications. CA 2006, s 43 (as modified and applied by LLPs (Application of CA 2006) Regs 2009,

This Practice Note provides practical guidance on proper execution of simple contracts and deeds for limited partnerships formed under the Limited Partnerships Act 1907 (LPA 1907). 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. Background Limited partnerships are a special type of partnership governed by LPA 1907, which expressly preserves the provisions of Partnership Act 1890 (PA 1890) and the rules of equity and common law applicable to partnerships, except where they are inconsistent with the express provisions of the LPA 1907. Limited partnerships are used widely in private equity and venture funds as investment fund vehicles. For more information on limited partnerships in general, see Practice Note: The nature of a limited partnership and its legal framework. Limited partnerships should not be confused with limited liability partnerships formed under the Limited Liability Partnerships Act 2000. For more information on the execution formalities

This Practice Note provides practical guidance on proper execution of simple contracts and deeds by liquidators. A liquidation may be either: • insolvent (where a company is unable to pay its debts or its liabilities are greater than its assets), or • solvent It can be commenced by court order (compulsory liquidation) or out of court (voluntary liquidation). For information relating to the different forms of liquidation, see: • Compulsory liquidation—overview • Creditors' voluntary liquidation (CVL)—overview • Members' voluntary liquidation (MVL)—overview Quick view The table below provides a brief overview of the execution formalities applicable to liquidators and where related precedent execution clauses can be found. For further information, navigate to the document type using the links in the first column. Document type Can be made: Document can be executed by: Precedents Simple contracts By the company.See: section 43(1)(a) of the Companies Act 2006 (CA 2006). Under the common seal of the company applied by the liquidator.See: paragraph 7 of Schedule 4 to the Insolvency Act 1986 (IA 1986). Execution clause—liquidator—contract (Option 2). By signature of the