UNITED KINGDOM STATUTORY INSTRUMENT
2005 No. 1906
REGULATORY REFORM, ENGLAND AND WALES
The Regulatory Reform (Execution of Deeds and Documents) Order 2005
Made 23th June 2005
Coming into force in accordance with Article 1(1)
Whereas:
(a) the Lord Chancellor consulted—
such organisations as appeared to him to be representative of interests substantially affected by his proposals for this Order,
the Law Commission,
the National Assembly for Wales, and
such other persons as he considered appropriate;
(b) following this consultation the Lord Chancellor considered it appropriate to proceed with the making of this Order;
(c) a document containing the Lord Chancellor’s proposals was laid before Parliament as required by section 6 of the Regulatory Reform Act 2001and the period for Parliamentary consideration under section 8 of that Act has expired;
(d) the Lord Chancellor had regard to the representations made during that period and in particular to the Fourteenth Report of the Session 2003–04 of the House of Commons Regulatory Reform Committee and the Thirty-fourth Report of the Session 2003–04 of the House of Lords Delegated Powers and Regulatory Reform Committee;
(e) a draft of this Order was laid before Parliament with a statement giving details of any such representations and the changes to the Lord Chancellor’s proposals made in the light of them;
(f) the draft was approved by resolution of each House of Parliament;
(g) the Lord Chancellor is of the opinion that this Order does not remove any necessary protection or prevent any person from continuing to exercise any right or freedom which he might reasonably expect to continue to exercise;
(h) this Order creates burdens affecting persons in the carrying on of certain activities, and the Lord Chancellor is of the opinion that—
the provisions of this Order, taken as a whole, strike a fair balance between the public interest and the interests of the persons affected by the burdens being created, and
the extent to which this Order removes or reduces one or more burdens, or has other beneficial effects for persons affected by the burdens imposed by the existing law, makes it desirable for this Order to be made;
Now, therefore, the Lord Chancellor, in exercise of the powers conferred upon him by section 1 of the Regulatory Reform Act 2001, makes the following Order:
S-1
Citation, commencement, application and extentCitation, commencement, application and extent
1.—(1) This Order may be cited as the Regulatory Reform (Execution of Deeds and Documents) Order 2005 and shall come into force at the end of the period of 12 weeks beginning with the day on which it is made.
(2) The provisions of this Order shall not apply in relation to any instrument executed before the date on which this Order comes into force.
(3) This Order extends to England and Wales only.
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Execution by corporationsExecution by corporations
3. For section 74(1) of the 1925 Act substitute—
“1 In favour of a purchaser an instrument shall be deemed to have been duly executed by a corporation aggregate if a seal purporting to be the corporation’s seal purports to be affixed to the instrument in the presence of and attested by—
(a) two members of the board of directors, council or other governing body of the corporation, or
(b) one such member and the clerk, secretary or other permanent officer of the corporation or his deputy.”.
Execution of deeds by corporations
4. After section 74 of the 1925 Act insert—
“Execution of instrument as a deed
74A.—(1) An instrument is validly executed by a corporation aggregate as a deed for the purposes of section 1(2)(b) of the Law of Property (Miscellaneous Provisions) Act 1989, if and only if—
(a)
(a) it is duly executed by the corporation, and
(b)
(b) it is delivered as a deed.
(2) An instrument shall be presumed to be delivered for the purposes of subsection (1)(b) of this section upon its being executed, unless a contrary intention is proved.”.
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Repeal of irrebuttable presumption of deliveryRepeal of irrebuttable presumption of delivery
5. In section 36A(6) of the 1985 Act (which makes provision to deem documents to be duly executed by companies) omit the words from “and, where” to “executed”.
S-6
Execution of deeds by companiesExecution of deeds by companies
6. After section 36A of the 1985 Act insert—
“Execution of deeds: England and Wales
36AA.—(1) A document is validly executed by a company as a deed for the purposes of section 1(2)(b) of the Law of Property (Miscellaneous Provisions) Act 1989, if and only if—
(a)
(a) it is duly executed by the company, and
(b)
(b) it is delivered as a deed.
(2) A document shall be presumed to be delivered for the purposes of subsection (1)(b) upon its being executed, unless a contrary intention is proved.”.
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Execution on behalf of another personExecution on behalf of another person
7.—(1) After section 74(1) of the 1925 Act insert—
“1A Subsection (1) of this section applies in the case of an instrument purporting to have been executed by a corporation aggregate in the name or on behalf of another person whether or not that person is also a corporation aggregate.”.
(2) After section 36A(6) of the 1985 Act insert—
“7 This section applies in the case of a document which is (or purports to be) executed by a company in the name or on behalf of another person whether or not that person is also a company.”.
(3) In section 1(2)(b) of the 1989 Act (requirements for valid execution as a deed), for the words from “by” to the end substitute—
“(i)
“(i) by that person or a person authorised to execute it in the name or on behalf of that person, or
(ii)
(ii) by one or more of those parties or a person authorised to execute it in the name or on behalf of one or more of those parties.”.
(4) After section 1(4) of the 1989 Act insert—
“4A Subsection (3) above applies in the case of an instrument executed by an individual in the name or on behalf of another person whether or not that person is also an individual.”.
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Execution under seal not evidence of intention to create a deedExecution under seal not evidence of intention to create a deed
8. After section 1(2) of the 1989 Act insert—
“2A For the purposes of subsection (2)(a) above, an instrument shall not be taken to make it clear on its face that it is intended to be a deed merely because it is executed under seal.”.
S-9
Extension of presumption of authority to deliverExtension of presumption of authority to deliver
9. In section 1(5) of the 1989 Act (presumption of authority to deliver an instrument on behalf of another) omit the words “involving the disposition or creation of an interest in land”.
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Minor and consequential amendments and repealsMinor and consequential amendments and repeals
10.—(1) Schedule 1 has effect.
(2) The enactments specified in Schedule 2 are repealed to the extent specified in the third column of that Schedule.
Cathy Ashton
Parliamentary Under-Secretary of State
Department for Constitutional Affairs
23rd June 2005
SCHEDULE 1
Article 10(1)
MINOR AND CONSEQUENTIAL AMENDMENTS
Law of Property Act 1925
1. Section 74 of the 1925 Act (execution by or on behalf of corporations) shall be amended in accordance with paragraphs 2 to 4.
2. After subsection (1A), inserted by article 7(1) above, insert—
“1B For the purposes of subsection (1) of this section, a seal purports to be affixed in the presence of and attested by an officer of the corporation, in the case of an officer which is not an individual, if it is affixed in the presence of and attested by an individual authorised by the officer to attest on its behalf.”.
3. In subsection (3) (execution of conveyance by individual in the name or on behalf of a corporation), after “witness” insert “who attests the signature”.
4. In subsection (4) (execution by corporation as attorney)—
(a) for “deed or other instrument” substitute “instrument by signing it”, and
(b) after “such other person” insert “or, if the instrument is to be a deed, by so signing it in the presence of a witness who attests the signature”.
Powers of Attorney Act 1971
5. Section 7 of the Powers of Attorney Act 1971(execution of instrument by donee of power of attorney) shall be amended in accordance with paragraphs 6 to 8.
6. subsection (1) (effect of execution by donee), for the words from “document” to the end substitute “instrument executed or thing done in that manner shall, subject to subsection (1A) of this section, be as effective as if executed by the donee in any manner which would constitute due execution of that instrument by the donor or, as the case may be, as if done by the donee in the name of the donor”.
7. After subsection (1) insert—
“1A Where an instrument is executed by the donee as a deed, it shall be as effective as if executed by the donee in a manner which would constitute due execution of it as a deed by the donor...
