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Requirements of Writing (Scotland) Act 1995

Status:

This is the original version (as it was originally enacted).

Companies

3(1)Except where an enactment expressly provides otherwise, where a granter of a document is a company, the document is signed by the 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.

(2)This Act is without prejudice to—

(a)section 283(3) of the [1985 c. 6.] Companies Act 1985; and

(b)paragraph 9 of Schedule 1, paragraph 9 of Schedule 2, and paragraph 7 of Schedule 4, to the [1986 c. 45.] Insolvency Act 1986.

(3)Sub-paragraphs (1) and (2) of this paragraph apply in relation to the signing of an alteration made to a document as they apply in relation to the signing of a document.

(4)Where a granter of a document is a company, section 3 of and Schedule 1 to this Act shall have effect subject to the modifications set out in sub-paragraphs (5) and (6) below.

(5)In section 3—

(a)for subsection (1) there shall be substituted the following subsections—

(1)Subject to subsections (1A) to (7) below, where—

(a)a document bears to have been subscribed on behalf of a 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;

(b)the document bears 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 and to state the name and address of the witness; and

(c)nothing in the document, or in the testing clause or its equivalent, indicates—

(i)that it was not subscribed on behalf of the company as it bears to have been so subscribed; or

(ii)that it was not validly witnessed for any reason specified in paragraphs (a) to (e) of subsection (4) below,

the document shall be presumed to have been subscribed by the company.

(1A)Where a document does not bear 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 it shall be presumed to have been subscribed by the company if it bears to have been subscribed on behalf of the company by—

(a)two directors of the company; or

(b)a director and secretary of the company; or

(c)two persons bearing to have been authorised to subscribe the document on its behalf.

(1B)For the purposes of subsection (1)(b) above, the name and address of the witness may bear to be stated in the document itself or in the testing clause or its equivalent.

(1C)A presumption under subsection (1) or (1A) above 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.;

(b)in subsection (4) after paragraph (g) there shall be inserted the following paragraph—

(h)if the document does not bear to have been witnessed, but bears to have been subscribed on behalf of the company by two of the directors of the company, or by a director and secretary of the company, or by two authorised persons, that a signature bearing to be the signature of a director, secretary or authorised person is not such a signature, whether by reason of forgery or otherwise;.

(6)In paragraph 1 of Schedule 1—

(a)for sub-paragraph (1) there shall be substituted the following sub-paragraphs—

(1)Subject to sub-paragraphs (1A) to (7) below, where—

(a)an alteration to a document bears to have been signed on behalf of a company by a director, or by the secretary, of the company or by a person bearing to have been authorised to sign the alteration on its behalf;

(b)the alteration bears to have been signed by a person as a witness of the signature of the director, secretary or other person signing on behalf of the company and to state the name and address of the witness; and

(c)nothing in the document or alteration, or in the testing clause or its equivalent, indicates—

(i)that the alteration was not signed on behalf of the company as it bears to have been so signed; or

(ii)that the alteration was not validly witnessed for any reason specified in paragraphs (a) to (e) of sub-paragraph (4) below,

the alteration shall be presumed to have been signed by the company.

(1A)Where an alteration does not bear to have been signed by a person as a witness of the signature of the director, secretary or other person signing on behalf of the company it shall be presumed to have been signed by the company if it bears to have been signed on behalf of the company by—

(a)two directors of the company; or

(b)a director and secretary of the company; or

(c)two persons bearing to have been authorised to sign the alteration on its behalf.

(1B)For the purposes of sub-paragraph (1)(b) above, the name and address of the witness may bear to be stated in the alteration itself or in the testing clause or its equivalent.

(1C)A presumption under sub-paragraph (1) or (1A) above as to signing of an alteration to a document does not include a presumption—

(a)that a person bearing to sign the alteration as a director or the secretary of the company was such director or secretary; or

(b)that a person signing the alteration on behalf of the company bearing to have been authorised to do so was authorised to do so.;

(b)in sub-paragraph (4) after paragraph (g) there shall be inserted the following paragraph—

(h)if the alteration does not bear to have been witnessed, but bears to have been signed on behalf of the company by two of the directors of the company, or by a director and secretary of the company, or by two authorised persons, that a signature bearing to be the signature of a director, secretary or authorised person is not such a signature, whether by reason of forgery or otherwise;.

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