Commentary on Sections Section 5: Execution of deeds and other documents
23.Subsection (1) of section 5 inserts six new sections into the 1965 Act, numbered 29B to 29G, dealing with aspects of how societies execute deeds and other documents and enter into contracts, in line with similar provisions in company law.
24.Section 29B removes the obligation for societies to have a common seal while ensuring that appropriate provision is made for the custody and use of any common seal which a society does decide to have. It corresponds to sections 36A(3), 36B(1) and 350 of the Companies Act 1985.
25.Section 29C corresponds to the remainder of section 36A of the Companies Act 1985, and sets out provisions on how documents can be executed by or on behalf of societies under the law of England and Wales, whether or not they have a common seal. It gives societies the choice to execute a document either through attaching their common seal or by getting it signed by the specified officers of the society, and subsections (4) and (5) create legal presumptions about when a document can be taken to have been validly executed and, in the case of a deed, delivered.
26.Section 29D provides for how documents can be executed by or on behalf of societies under the law of Scotland, whether or not they have a common seal. It corresponds to section 36B(2) and (3) of the Companies Act 1985, as substituted as regards Scotland by section 14 of the Requirements of Writing (Scotland) Act 1995.
27.Sections 29E, 29F and 29G aim to facilitate the ability of societies to enter into transactions overseas. They correspond to section 39 of the Companies Act 1985, as amended under section 130 of the Companies Act 1989, section 74 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 and section 14 of the Requirements of Writing (Scotland) Act 1995. The new sections enable societies to have official seals for use abroad, and make provision for the effect of the use of such seals and for authorising such use.
28.Subsections (2) to (7) of section 5 and the Schedule introduced by subsection (9) make various amendments to and repeals in the 1965 Act consequential upon the substantive provisions inserted by subsection (1). Subsection (8) makes a consequential amendment to the Land Registration Act 2002.