Client Newsletter Spring 2010 - Corporate and M&A

Profession:Dillon Eustace
 
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In this issue:-

Execution of Deeds Regulations on Accounts and Consolidated Accounts The Companies (Miscellaneous Provisions) Bill, 2009 EXECUTION OF DEEDS

Almost all of the provisions of the Land and Conveyancing Law Reform Act came into force on 1 December, 2009. Although the Act is primarily concerned with changes to land law and conveyancing practice, there are some provisions of general application - such as the provisions related to the execution of deeds; and not only those deeds which may form part of a property transaction.

The provisions of the new Act apply to any deed executed after December 1, 2009, if

In the case of an individual, it is a deed subject to Irish law; and In the case of Irish incorporated company or a body corporate anywhere else in the world, whether or not the deed is subject to Irish law. Section 64 provides that any instrument executed as a deed after 1 December 2009, shall be considered as a deed, provided that the name given to such an instrument indicates that it is to be considered as a deed (for example because it includes the word "Deed"), or it is otherwise made clear on the face of the document by the parties to it that they intended it to be a deed by expressly stating that it is signed or executed as a deed.

In relation to execution of a deed by an individual, there is no longer any need for any kind of seal to be affixed. However, it is now an execution requirement that the individual signs in the presence of a witness, who attests the individual's signature. Previously, the witnessing of an individual's signature on a deed would have been considered good practice from an evidentiary point of view; now it is actually an execution requirement for execution of a deed by an individual.

In relation to the execution of a deed by a body corporate, Section 64 provides that

in the case of an Irish incorporated company, it should be executed under seal in accordance with the Articles of Association of the company; in the case of an Irish body corporate other than a company, it should be executed in accordance with the legal requirements governing such a body; (thus for example, IDA Ireland, and for which the relevant governing legislation contains provision for execution of instruments) in the case of body corporate incorporated outside of Ireland; it should be executed in accordance with the legal requirements for the execution of the relevant instrument in the jurisdiction in which the foreign...

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