HC Deb 26 October 1989 vol 158 cc1177-8

36B.—(1) Under the law of Scotland the following provisions have effect with respect to the execution of documents by a company.

(2) A document—

  1. (a) is signed by a company if it is signed on its behalf by a director, or by the secretary, of the company or by a person authorised to sign the document on its behalf, and
  2. (b) is subscribed by a company if it is subscribed on its behalf by being signed in accordance with the provisions of paragraph (a) at the end of the last page.

(3) A document shall be presumed, unless the contrary is shown, to have been subscribed by a company in accordance with subsection (2) if—

  1. (a) it bears to have been subscribed on behalf of the company by a director, or by the secretary, of the company or by a person bearing to have been authorised to subscribe the document on its behalf; and
  2. (b) it bears—
    1. (i) to have been signed by a person as a witness of the subscription of the director, secretary or other person subscribing on behalf of the company; or
    2. (ii) (if the subscription is not so witnessed) to have been sealed with the common seal of the company.

(4) A presumption under subsection (3) as to subscription of a document does not include a presumption—

  1. (a) that a person bearing to subscribe the document as a director or the secretary of the company was such director or secretary; or
  2. (b) that a person subscribing the document on behalf of the company bearing to have been authorised to do so was authorised to do so.

(5) Notwithstanding subsection (3)(b)(ii), a company need not have a common seal.

(6) Any reference in any enactment (including an enactment contained in a subordinate instrument) to a probative document shall, in relation to a document executed by a company after the commencement of section (Company contracts and execution of documents by companies) of the Companies Act 1989, be construed as a reference to a document which is presumed under subsection (3) above to be subscribed by the company.

(7) Subsections (1) to (4) above do not apply where an enactment (including an enactment contained in a subordinate instrument) provides otherwise.".

(4) After the section inserted by subsection (3) insert—