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Summary A corporation formed under a public Act that is not a registered or unregistered company under the Companies Act 2006 (CA 2006) is known as a corporation aggregate. Such a body does not benefit from the relaxations of the law relating to the affixation of seals on deeds contained in Law of Property (Miscellaneous Provisions) Act 1989 and the CA 2006 which private individuals and companies benefit from allowing them to dispense with seals on deeds. Consequently, the default position is that a body established by public Act (other than the CA 2006) should affix the seal used by the body in order to properly execute a deed. If they do so, a purchaser from such a body may be able to rely upon the presumption of due execution contained in section 74 of the Law of Property Act 1925 (LPA 1925). Similar considerations would apply to a wide array of other types of corporation aggregate created by Royal Charter. Materials on execution of deeds For a detailed
PRACTICE NOTES
This guide sets out the requirements for executing deeds in various international jurisdictions. The table provides a quick-reference summary of the execution formalities for companies, individuals and partnerships in different countries. More detailed guidance on each overseas jurisdiction covered by the table is set out in the sections below, including any differences between limitation periods for claims arising out of contracts executed as a deed. For information on the execution of contracts in various jurisdictions, see Practice Note: Execution of contracts—jurisdictional guide. For information on electronic signatures in various jurisdictions, see Practice Note: E-signatures—jurisdictional guide. For information on the formation of contracts in various jurisdictions, see Practice Note: Contract formation—jurisdictional guide. For information on the execution of documents under Scots law, see Execution—Scotland—overview. Please note that this is intended as an introductory guide only and local advice from appropriate legal professionals in the relevant country should be sought where appropriate. Summary table What are the formalities for creation of a valid deed? What are the requirements for execution of deeds by companies? What
PRACTICE NOTES
Signing is an important milestone in a finance transaction. It is the stage when the parties execute the agreed versions of the documents and the transaction becomes binding (albeit, in some cases, subject to certain conditions precedent—see Practice Note: Conditions precedent). It usually occurs before or at the same time as completion (sometimes referred to as 'closing'), which is the point at which money moves between the parties and the transaction is 'completed'. In a simple corporate facility, this will involve money moving from the lender to the borrower. In other types of financing, such as acquisition or asset financing, this will usually involve money moving from the lender(s) to the borrower and then from the borrower (as purchaser) to the seller of the business or asset. For more information on signing and completion in loan transactions and the tasks typically undertaken by lawyers during this period, see Practice Note: Signing and completion phase in loan transactions. This Practice Note looks at the execution of finance and other documentation in
PRACTICE NOTES
This Practice Note outlines the key documents typically involved in debt securities and structured products transactions, explains when documents must be executed as deeds versus simple contracts and sets out the formalities required under English law. It also covers virtual and electronic execution methods, including the use of e‑signature platforms and electronic global notes and highlights considerations for signing foreign law documents. Documents typically involved in debt securities and structured products transactions The types of documents executed in debt securities and structured products transactions vary depending on the specific transaction and its structure. Debt capital markets (DCM) transactions typically take one of two types of structural approach—either a trustee structure or a fiscal agent structure. The fiscal agent structure is used when there is no trustee (which may be the case in jurisdictions that do not recognise trusts). Transactions can then either be standalone or issued under programmes. The documentation required for programmes is slightly different to a standalone transaction. Key documents of standalone issuances are:
PRACTICE NOTES
The rules regarding execution of documents governed by the laws of Scotland are contained in: • the Requirements of Writing (Scotland) Act 1995 (RW(S)A 1995), and • the Legal Writings (Counterparts and Delivery) (Scotland) Act 2015 (LW(CD)(S)A 2015) This Practice Note considers both the traditional method of execution and execution by counterpart under Scots law. Contracts or obligations that must be in writing In Scotland, the general rule is that writing is not required to create a contract or a unilateral obligation or a trust. Writing is required for the following exceptions to that general rule: • contracts or unilateral obligations to create, transfer, vary or end a real right in land (excluding tenancies or rights of occupation for less than a year and private residential tenancies) • creating, transferring, varying or ending a real right in land • an agreement between adjoining owners in relation to the accretion or erosion of their common boundary • a gratuitous unilateral obligation (other than one
NEWS
Banking & Finance analysis: The case of Macdonald Hotels alarmed lenders and their lawyers earlier in the year, with obiter comments suggesting that, for the ‘face value’ requirement to be met for a deed, all parties have to make it clear in the document that they intend it to be a deed, not just those executing as a deed. The City of London Law Society subsequently issued a note giving their opinion on the comments and how to meet the face value requirement. This News Analysis looks at where we have got to on this issue as 2025 draws to a close.
PRACTICE NOTES
This Practice Note only relates to pensions documents governed by English and Welsh law. A document will only be effective in law and enforceable before a court if the formalities required for its valid execution have been complied with. It is therefore important that the correct formalities are observed when executing documents. Within the pensions arena, such documents will generally be trust deeds and supplemental deeds and other forms of written instruments and contracts of various types. The need for and type of formalities As a general rule no formality is required for any particular action, and the courts will, where the circumstances permit, give legal effect to words and conduct, including as to the creation of a trust, the exercise of powers, the making of contracts or the making of promises or representations. Nevertheless, particularly in relation to pensions, formalities are often observed, either because it is required or because as a matter of practice it adds an important element of solemnity and certainty. The imposition of formality is common, either
NEWS
Property Disputes analysis: The Court of Appeal provided welcome clarification on the vexed issue of whether corporate landlords must ‘execute’ notices and deposit certificates by complying with the formal requirements of section 44 of the Companies Act 2006 (CA 2006). The court held that section 8 of the Housing Act 1988 (HA 1988) is complied with if a notice is signed by a human agent on a corporate landlord’s behalf, and that a confirmatory certificate on the tenancy deposit information prescribed by section 213 of the Housing Act 2004 (HA 2004) can be signed by a person authorised by a corporate landlord. Tenants will no longer be able to defend possession claims on the basis of excessively technical arguments about signatures by corporate landlords. Written by Tom Morris, barrister at Landmark Chambers.
PRACTICE NOTES
Quick summary When might security documents be executed under hand? Secured party—Security documents are often executed under hand rather than as a deed by the secured party (ie the mortgagee or chargee) on loan transactions. This is standard market practice due to the fact that it can be administratively challenging for banks to execute documents by way of deed. Security provider—The security provider (ie the mortgagor or chargor) will normally at least purport to execute the security document as a deed. However, on a security review or later check of the documents, it may emerge that they actually signed under hand or that their execution failed to meet all the requirements for execution as a deed. Why is this an issue? The secured party will typically want a security document to take effect as a deed if it: • creates mortgages over land, and • contains powers of attorney The reason for this is that a power of attorney must be executed as a deed by the donor
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The services directly (and not incidentally (like research)) used by an asset manager in buying or selling shares.
GLOSSARY
The phrase used to describe the business arrangement where a firm performs a regulated activity for a client without giving any advice.
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The decision-making body of the local authority consisting of senior councillors with responsibility for council service portfolios.