The Companies (No. 2) (Northern Ireland) Order 1990

Article 65(6).

SCHEDULE 4 COMPANY CONTRACTS, SEALS, &C.: FURTHER PROVISIONS

Execution of deeds abroad

1.  In Article 48 of the Companies Order (execution of deeds abroad) for paragraph (2) (effect of deed executed by attorney) substitute—

“(2) A deed executed by such an attorney on behalf of the company has the same effect as if it were executed under the company’s common seal.”.

Official seal for use abroad

2.—(1) Article 49 of the Companies Order (power to have official seal for use abroad) is amended as follows.

(2) In paragraph (1), after “A company” insert “which has a common seal and” and for “the common seal of the company” substitute “its common seal”.

(3) For paragraph (2) (effect of sealing with official seal) substitute—

“(2) The official seal when duly affixed to a document has the same effect as the company’s common seal.”.

Official seal for share certificates, &c.

3.—(1) Article 50 of the Companies Order (official seal for share certificates, &c.) is amended as follows.

(2) After “A company” insert “which has a common seal” and for “the company’s common seal” substitute “its common seal”.

(3) At the end add—

• “The official seal when duly affixed to a document has the same effect as the company’s common seal.”.

Authentication of documents

4.  In Article 51 of the Companies Order (authentication of documents), for the words from “may be signed” to the end substitute “is sufficiently authenticated by the signature of a director, secretary or other authorised officer of the company.”.

Share certificate as evidence of title

5.  In Article 196 of the Companies Order (certificate to be evidence of title) omit “or the seal kept by the company by virtue of Article 50”.

Share warrants to bearer

6.  For Article 198 of the Companies Order (issue and effect of share warrant to bearer) substitute—

“Issue and effect of share warrant to bearer

198.— (1) A company limited by shares may, if so authorised by its articles, issue with respect to any fully paid shares a warrant (a “share warrant”) stating that the bearer of the warrant is entitled to the shares specified in it.

(2) A share warrant issued under the company’s common seal entitles the bearer to the shares specified in it; and the shares may be transferred by delivery of the warrant.

(3) A company which issues a share warrant may, if so authorised by its articles, provide (by coupons or otherwise) for the payment of the future dividends on the shares included in the warrant.”.

Identification of company on common seal

7.  In Article 358 of the Companies Order (identification of company on company seal), for paragraph (1) substitute—

“(1) A company which has a common seal shall have its name engraved in legible characters on the seal; and if it fails to comply with this paragraph it is liable to a fine.”.