§ 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—
- (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
- (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—
- (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
- (b) it bears—
- (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
- (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—
- (a) that a person bearing to subscribe the document as a director or the secretary of the company was such director or secretary; or
- (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—