|
| |
|
| |
(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 |
| |
(c. 34) and for the purposes of the law of Northern Ireland if, and only if— |
| |
(a) | it is duly executed by the company, and |
| 5 |
(b) | it is delivered as a deed. |
| |
(2) | For the purposes of subsection (1)(b) a document is presumed to be delivered |
| |
upon its being executed, unless a contrary intention is proved. |
| |
47 | Execution of deeds or other documents by attorney |
| |
(1) | Under the law of England and Wales or Northern Ireland a company may, by |
| 10 |
instrument in writing, empower a person, either generally or in respect of |
| |
specified matters, as its attorney to execute deeds or other documents on its |
| |
| |
(2) | A deed or other document so executed, whether in the United Kingdom or |
| |
elsewhere, has effect as if executed by the company. |
| 15 |
48 | Authentication of documents |
| |
| A document or proceedings requiring authentication by a company is |
| |
sufficiently authenticated for the purposes of the law of England and Wales or |
| |
Northern Ireland by a signature of a person authorised by the company to act |
| |
| 20 |
Formalities of doing business under the law of Scotland |
| |
49 | Execution of documents by companies |
| |
(1) | The following provisions form part of the law of Scotland only. |
| |
(2) | Notwithstanding the provisions of any enactment, a company need not have a |
| |
| 25 |
(3) | For the purposes of any enactment— |
| |
(a) | providing for a document to be executed by a company by affixing its |
| |
| |
(b) | referring (in whatever terms) to a document so executed, |
| |
| a document signed or subscribed by or on behalf of the company in accordance |
| 30 |
with the provisions of the Requirements of Writing (Scotland) Act 1995 (c. 7) |
| |
has effect as if so executed. |
| |
| |
50 | Official seal for use abroad |
| |
(1) | A company that has a common seal may have an official seal for use outside |
| 35 |
| |
(2) | The official seal must be a facsimile of the company’s common seal, with the |
| |
addition on its face of the place or places where it is to be used. |
| |
|
| |
|
| |
|
(3) | The official seal when duly affixed to a document has the same effect as the |
| |
| |
| This subsection does not extend to Scotland. |
| |
(4) | A company having an official seal for use outside the United Kingdom may— |
| |
(a) | by writing under its common seal, or |
| 5 |
(b) | as respects Scotland, by writing subscribed in accordance with the |
| |
Requirements of Writing (Scotland) Act 1995 (c. 7), |
| |
| authorise any person appointed for the purpose to affix the official seal to any |
| |
deed or other document to which the company is party. |
| |
(5) | As between the company and a person dealing with such an agent, the agent’s |
| 10 |
| |
(a) | during the period mentioned in the instrument conferring the |
| |
| |
(b) | if no period is mentioned, until notice of the revocation or termination |
| |
of the agent’s authority has been given to the person dealing with him. |
| 15 |
(6) | The person affixing the official seal must certify in writing on the deed or other |
| |
document to which the seal is affixed the date on which, and place at which, it |
| |
| |
51 | Official seal for share certificates etc |
| |
(1) | A company that has a common seal may have an official seal for use— |
| 20 |
(a) | for sealing securities issued by the company, or |
| |
(b) | for sealing documents creating or evidencing securities so issued. |
| |
| |
(a) | must be a facsimile of the company’s common seal, with the addition |
| |
on its face of the word “Securities”, and |
| 25 |
(b) | when duly affixed to the document has the same effect as the |
| |
| |
52 | Pre-incorporation contracts, deeds and obligations |
| |
(1) | A contract that purports to be made by or on behalf of a company at a time |
| |
when the company has not been formed has effect, subject to any agreement to |
| 30 |
the contrary, as one made with the person purporting to act for the company |
| |
or as agent for it, and he is personally liable on the contract accordingly. |
| |
(2) | Subsection (1) applies— |
| |
(a) | to the making of a deed under the law of England and Wales or |
| |
| 35 |
(b) | to the undertaking of an obligation under the law of Scotland, |
| |
| as it applies to the making of a contract. |
| |
53 | Bills of exchange and promissory notes |
| |
| A bill of exchange or promissory note is deemed to have been made, accepted |
| |
or endorsed on behalf of a company if made, accepted or endorsed in the name |
| 40 |
of, or by or on behalf or on account of, the company by a person acting under |
| |
| |
|
| |
|
| |
|
| |
| |
| |
| |
| 5 |
| |
| A company must not be registered under the Companies Acts by a name if, in |
| |
the opinion of the Secretary of State— |
| |
(a) | its use by the company would constitute an offence, or |
| |
| 10 |
Sensitive words and expressions |
| |
55 | Names suggesting connection with government or public authority |
| |
(1) | The approval of the Secretary of State is required for a company to be |
| |
registered under the Companies Acts by a name that would be likely to give |
| |
the impression that the company is connected with— |
| 15 |
(a) | Her Majesty’s Government, any part of the Scottish administration or |
| |
Her Majesty’s Government in Northern Ireland, |
| |
(b) | a local authority, or |
| |
(c) | any public authority specified for the purposes of this section by |
| |
regulations made by the Secretary of State. |
| 20 |
(2) | For the purposes of this section— |
| |
| |
(a) | a local authority within the meaning of the Local Government |
| |
Act 1972 (c. 70), the Common Council of the City of London or |
| |
the Council of the Isles of Scilly, |
| 25 |
(b) | a council constituted under section 2 of the Local Government |
| |
etc. (Scotland) Act 1994 (c. 39), or |
| |
(c) | a district council in Northern Ireland; |
| |
“public authority” includes any person or body having functions of a |
| |
| 30 |
(3) | Regulations under this section are subject to affirmative resolution procedure. |
| |
56 | Other sensitive words or expressions |
| |
(1) | The approval of the Secretary of State is required for a company to be |
| |
registered under the Companies Acts by a name that includes a word or |
| |
expression for the time being specified in regulations made by the Secretary of |
| 35 |
State under this section. |
| |
(2) | Regulations under this section are subject to approval after being made. |
| |
|
| |
|
| |
|
57 | Duty to seek comments of government department or other specified body |
| |
(1) | The Secretary of State may by regulations under— |
| |
(a) | section 55 (name suggesting connection with government or public |
| |
| |
(b) | section 56 (other sensitive words or expressions), |
| 5 |
| require that, in connection with an application for the approval of the Secretary |
| |
of State under that section, the applicant must seek the view of a specified |
| |
Government department or other body. |
| |
(2) | Where such a requirement applies, the applicant must request the specified |
| |
department or other body (in writing) to indicate whether (and if so why) it has |
| 10 |
any objections to the proposed name. |
| |
(3) | Where a request under this section is made in connection with an application |
| |
for the registration of a company under this Act, the application must— |
| |
(a) | include a statement that a request under this section has been made, |
| |
| 15 |
(b) | be accompanied by a copy of any response received. |
| |
(4) | Where a request under this section is made in connection with a change in a |
| |
company’s name, the notice of the change sent to the registrar must be |
| |
| |
(a) | a statement by a director or secretary of the company that a request |
| 20 |
under this section has been made, and |
| |
(b) | a copy of any response received. |
| |
| |
58 | Permitted characters etc |
| |
(1) | The Secretary of State may make provision by regulations— |
| 25 |
(a) | as to the letters or other characters, signs or symbols (including accents |
| |
and other diacritical marks) and punctuation that may be used in the |
| |
name of a company registered under the Companies Acts; and |
| |
(b) | specifying a standard style or format for the name of a company for the |
| |
purposes of registration. |
| 30 |
(2) | The regulations may prohibit the use of specified characters, signs or symbols |
| |
when appearing in a specified position (in particular, at the beginning of a |
| |
| |
(3) | A company may not be registered under the Companies Acts by a name that |
| |
consists of or includes anything that is not permitted in accordance with |
| 35 |
regulations under this section. |
| |
(4) | Regulations under this section are subject to negative resolution procedure. |
| |
|
| |
|
| |
|
| |
Indications of company type or legal form |
| |
Required indications for limited companies |
| |
59 | Public limited companies |
| |
(1) | The name of a limited company that is a public company must end with |
| 5 |
“public limited company” or “p.l.c.”. |
| |
(2) | In the case of a Welsh company, its name may instead end with “cwmni |
| |
cyfyngedig cyhoeddus” or “c.c.c.”. |
| |
(3) | This section does not apply to community interest companies (but see section |
| |
33(3) and (4) of the Companies (Audit, Investigations and Community |
| 10 |
Enterprise) Act 2004 (c. 27)). |
| |
60 | Private limited companies |
| |
(1) | The name of a limited company that is a private company must end with |
| |
| |
(2) | In the case of a Welsh company, its name may instead end with “cyfyngedig” |
| 15 |
| |
(3) | Certain companies are exempt from this requirement (see section 61). |
| |
(4) | This section does not apply to community interest companies (but see section |
| |
33(1) and (2) of the Companies (Audit, Investigations and Community |
| |
| 20 |
61 | Exemption from requirement as to use of “limited” |
| |
(1) | A private company is exempt from section 60 (requirement to have name |
| |
ending with “limited” or permitted alternative) if— |
| |
| |
(b) | it is exempted from the requirement of that section by regulations made |
| 25 |
by the Secretary of State, or |
| |
(c) | it meets the conditions specified in— |
| |
section 62 (continuation of existing exemption: companies limited |
| |
| |
section 63 (continuation of existing exemption: companies limited |
| 30 |
| |
(2) | The registrar may refuse to register a private limited company by a name that |
| |
does not include the word “limited” (or a permitted alternative) unless a |
| |
statement has been delivered to him that the company meets the conditions for |
| |
| 35 |
(3) | The registrar may accept the statement as sufficient evidence of the matters |
| |
| |
(4) | Regulations under this section are subject to negative resolution procedure. |
| |
|
| |
|