Requirements of Writing (Scotland) Act 1995

Companies Act 1985

51 For section 36B of the [1985 c. 6.] Companies Act 1985 there shall be substituted the following section—

“36B Execution of documents by companies

(1) Notwithstanding the provisions of any enactment, a company need not have a company seal.

(2) For the purposes of any enactment—

(a) providing for a document to be executed by a company by affixing its common seal; or

(b) referring (in whatever terms) to a document so executed,

a document signed or subscribed by or on behalf of the company in accordance with the provisions of the Requirements of Writing (Scotland) Act 1995 shall have effect as if so executed.

(3) In this section“enactment” includes an enactment contained in a statutory instrument.”.

52 At the end of section 38 of that Act there shall be added the following subsection—

“(3) This section does not extend to Scotland.”.

53 In section 39 of that Act—

(a) after subsection (2) there shall be inserted the following subsection—

“(2A) Subsection (2) does not extend to Scotland.”;

(b) in subsection (3) after the words “common seal” there shall be inserted the words “or as respects Scotland by writing subscribed in accordance with the Requirements of Writing (Scotland) Act 1995”.

54 Section 40 of that Act shall become subsection (1) of that section and at the end there shall be added the following subsection—

“(2) Nothing in this section shall affect the right of a company registered in Scotland to subscribe such securities and documents in accordance with the Requirements of Writing (Scotland) Act 1995.”.

55 Section 186 of that Act shall become subsection (1) of that section and at the end there shall be added the following subsection—

“(2) Without prejudice to subsection (1), as respects Scotland a certificate specifying any shares held by a member and subscribed by the company in accordance with the Requirements of Writing (Scotland) Act 1995 is, unless the contrary is shown, sufficient evidence of his title to the shares.”.

56 In section 188 of that Act in subsection (2) after the words “common seal” there shall be inserted the words “(or, in the case of a company registered in Scotland, subscribed in accordance with the Requirements of Writing (Scotland) Act 1995)”.