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(b) subordinate legislation, whether made under an Act or an Act | |
of the Scottish Parliament. | |
(6) In section 7E(8) of this Act “the court”, in relation to a registered society, | |
means the court having jurisdiction to wind up the society under the | |
provisions of the Insolvency Act 1986 as applied by section 55 of this | 5 |
Act.” | |
4 Purported contracts, deeds and obligations | |
(1) After section 29 of the 1965 Act insert— | |
“29A Purported contracts, deeds and obligations | |
(1) A contract which purports to be made by or on behalf of a registered | 10 |
society at a time when the society has not been registered under this Act | |
has effect, subject to any agreement to the contrary, as one made with | |
the person purporting to act for the society or as agent for it. | |
(2) Accordingly, the contract is to be treated— | |
(a) as imposing on that person all the obligations it purports to | 15 |
impose on the society; and | |
(b) as conferring on him all the rights it purports to confer on the | |
society. | |
(3) Subsections (1) and (2) of this section apply— | |
(a) to the making of a deed under the law of England and Wales, | 20 |
and | |
(b) to the undertaking of an obligation under the law of Scotland, | |
as they apply to the making of a contract.” | |
(2) In section 76 of the 1965 Act, after subsection (2) insert— | |
“(2A) In section 29A(1) of this Act— | 25 |
(a) the reference to a registered society includes a reference to a | |
society registered under the law for the time being in force in | |
Northern Ireland for purposes corresponding to those of this | |
Act; and | |
(b) the reference to this Act includes a reference to that law.” | 30 |
5 Execution of deeds and other documents | |
(1) After section 29A of the 1965 Act (which is inserted by section 4) insert— | |
“29B Common seal | |
(1) Notwithstanding any enactment or rule of law, a registered society | |
need not have a common seal. | 35 |
(2) If a registered society has a common seal, the society shall have its | |
registered name engraved on the seal in legible characters. | |
(3) If, after the coming into force of subsection (1) of this section, a | |
registered society decides to have a common seal, it shall not cause such | |
a seal to be made unless the registered rules of the society contain | 40 |
provision for the custody and use of that seal. | |
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(4) Section 62 of this Act does not apply in respect of an offence committed | |
by a registered society under section 61 of this Act where the offence | |
consists of a failure to comply with subsection (2) or (3) of this section. | |
(5) Any officer of a registered society, or any other person acting on such a | |
society’s behalf, who uses or authorises the use of any seal purporting | 5 |
to be the common seal of the society which does not have the society’s | |
registered name engraved on it in legible characters shall be liable on | |
summary conviction to a fine not exceeding level 3 on the standard | |
scale. | |
(6) In this section “enactment” includes an enactment comprised in— | 10 |
(a) an Act of the Scottish Parliament; | |
(b) subordinate legislation, whether made under an Act or an Act | |
of the Scottish Parliament. | |
29C Methods for execution of documents: England and Wales | |
(1) The following provisions have effect with respect to the execution of | 15 |
documents by a registered society under the law of England and Wales. | |
(2) A registered society may, if it has a common seal, execute a document | |
by affixing that seal to it. | |
(3) A document— | |
(a) signed by a member of the committee of a registered society and | 20 |
the secretary of the society, or by two members of that | |
committee, and | |
(b) expressed (in whatever form of words) to be executed by the | |
society, | |
has the same effect as if it were executed under the common seal of the | 25 |
society. | |
(4) A document executed by a registered society which makes it clear on its | |
face that it is intended by the person or persons making it to be a deed | |
has effect, upon delivery, as a deed; and it shall be presumed, unless a | |
contrary intention is proved, to be delivered upon its being so executed. | 30 |
(5) In favour of a purchaser a document shall be deemed to have been duly | |
executed by a registered society if it purports to be signed by a member | |
of the committee of the society and the secretary of the society, or by | |
two members of the committee, and, where it makes it clear on its face | |
that it is intended by the person or persons making it to be a deed, to | 35 |
have been delivered upon its being executed. | |
(6) Subsections (3) to (5) of this section apply whether or not the society has | |
a common seal; and, in subsection (5) of this section, “purchaser” means | |
a purchaser in good faith for valuable consideration and includes a | |
lessee, mortgagee or other person who for valuable consideration | 40 |
acquires an interest in property. | |
29D Execution of documents: Scotland | |
(1) Under the law of Scotland, for the purposes of any enactment— | |
(a) providing for a document to be executed by a registered society | |
by affixing its common seal, or | 45 |
(b) referring (in whatever terms) to a document so executed, | |
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a document signed or subscribed by or on behalf of the society in | |
accordance with the provisions of the Requirements of Writing | |
(Scotland) Act 1995 shall have effect as if so executed. | |
(2) In this section “enactment” includes an enactment comprised in— | |
(a) an Act of the Scottish Parliament; | 5 |
(b) subordinate legislation, whether made under an Act or an Act | |
of the Scottish Parliament. | |
29E Power of society to have official seal for use abroad | |
(1) This section applies to a registered society if— | |
(a) it has a common seal; and | 10 |
(b) its objects require or comprise the transaction of business in | |
foreign countries. | |
(2) The society may, if authorised by its registered rules, have an official | |
seal for use in any territory, district, or place elsewhere than in the | |
United Kingdom. | 15 |
(3) An “official seal” is a facsimile of the society’s common seal with the | |
addition on its face of the name of every territory, district or place | |
where it is to be used. | |
29F Effect of use of official seal | |
The official seal of a registered society when duly affixed to a document | 20 |
has the same effect as the society’s common seal. | |
29G Authorisation of use of official seal | |
(1) If a registered society has an official seal, it may authorise any person | |
appointed for the purpose as respects any territory, district or place | |
appearing on the face of that seal to affix it to any deed or other | 25 |
document to which the society is party there. | |
(2) An authorisation for the purposes of subsection (1) of this section must | |
be given— | |
(a) in the case of a society with its registered office in Scotland, by | |
writing subscribed in accordance with the Requirements of | 30 |
Writing (Scotland) Act 1995; and | |
(b) in any other case, by writing under the society’s common seal. | |
(3) As between the society and a person dealing with such an agent, the | |
agent’s authority continues— | |
(a) if a period is mentioned in the authorisation, during that period; | 35 |
or | |
(b) if no period is there mentioned, until notice of the revocation or | |
determination of the agent’s authority has been given to the | |
person dealing with him. | |
(4) The person affixing the official seal shall certify in writing on the deed | 40 |
or other instrument to which the seal is affixed the date on which and | |
the place at which it is affixed.” | |
(2) In section 3 of the 1965 Act (registration to effect incorporation of society), omit | |
“a common seal and with”. | |
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(3) In subsection (6) of section 5 of the 1965 Act (registered name of society) omit | |
“engraven in legible characters on its seal and”. | |
(4) In subsection (7) of that section— | |
(a) omit paragraph (a); and | |
(b) in paragraph (b) for “that name” substitute “the society’s registered | 5 |
name”. | |
(5) Omit section 36 of the 1965 Act (provision about the execution of documents by | |
societies in Scotland which has been superseded and repealed there but which | |
remains in force elsewhere). | |
(6) In section 76(2) of the 1965 Act (provisions which apply to Northern Ireland | 10 |
societies that have recorded their rules with the Financial Services Authority), | |
for “26 to” substitute “26 to 29, 29B to 29D,”. | |
(7) For paragraph 13 of Schedule 1 to the 1965 Act substitute— | |
“13 If the society is to have a common seal, provision for its custody and | |
use.” | 15 |
(8) In section 91 of the Land Registration Act 2002 (c. 9) (formalities in relation to | |
electronic dispositions) after subsection (9) insert— | |
“(9A) If subsection (3) of section 29C of the Industrial and Provident Societies | |
Act 1965 (execution of documents) applies to a document because of | |
subsection (4) above, subsection (5) of that section (presumption of due | 20 |
execution) shall have effect in relation to the document with the | |
substitution of “authenticated” for “signed”.” | |
(9) The Schedule to this Act (which contains repeals made as a result of this | |
section) shall have effect. | |
6 Interpretation | 25 |
In this Act “the 1965 Act” means the Industrial and Provident Societies Act | |
1965 (c. 12). | |
7 Commencement | |
(1) The preceding provisions of this Act shall come into force on such day as the | |
Treasury may by order appoint, and different days may be so appointed for | 30 |
different purposes. | |
(2) An order under this section shall be made by statutory instrument and may | |
contain such transitional provisions as appear to the Treasury to be necessary | |
or expedient. | |
8 Channel Islands | 35 |
(1) Her Majesty may by Order in Council direct that any provision of this Act or | |
any instrument made under or by virtue of it shall extend, with such | |
modifications (if any) as may be specified in the Order, to any of the Channel | |
Islands. | |
(2) An Order in Council under this section may contain such transitional, | 40 |
incidental or supplementary provision as appears to Her Majesty to be | |
necessary or expedient. | |
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