Explanatory note

These Regulations amend the Foreign Companies (Execution of Documents) Regulations 1994 (“the 1994 Regulations”).

The 1994 Regulations adapted section 36B (execution of a document by a company under the law of Scotland) of the Companies Act 1985 (“the 1985 Act”) for the purpose of its application to a company incorporated outside Great Britain. With effect from 1st August 1995, however, paragraph 5 of Schedule 2 to the Requirements of Writing (Scotland) Act 1995 (“the 1995 Act”) provides new rules for the signing of documents, in accordance with the law of Scotland, by all bodies corporate other than companies incorporated in Great Britain, or local authorities. From that date, therefore, those rules will apply to companies incorporated outside Great Britain. Moreover, paragraph 51 of Schedule 4 to the 1995 Act substitutes a new section 36B in the 1985 Act (providing that where an enactment requires a document to be executed by a company affixing its common seal, a document signed in accordance with the 1995 Act is to have effect as if so executed), for which the translations provided by regulation 6 of the 1994 Regulations are no longer relevant. In view of those changes, regulation 6 of the 1994 Regulations is revoked and a consequential amendment is made in regulation 2. It is also provided by virtue of amendments to regulations 2 and 3 of the 1994 Regulations that substituted section 36B of the 1985 Act shall apply to a company incorporated outside Great Britain, with the modification that references in that provision to a company shall be construed as references to a company incorporated outside Great Britain.