From 20 September 2019, the HM Land Registry will not accept the wording ‘signed as a deed’ in execution clauses for companies and LLPs where registration at the HMLR is required.
The words ‘executed as a deed’ must be used for a disposition of property that is in a ‘prescribed’ Land Registry form eg transfers in form TR1 or charges in form CH1.
This issue may have caused some confusion in the past but there now effectively seems to be two regimes for signing, both of which are valid. One accords with Section 44 of the Companies Act 2006 and one accords with Schedule 9 of the Land Registration Rules 2003 (the Rules), but the Land Registry is following the wording prescribed by the Rules.
The Land Registry require the example wording as set out below to be used where companies and LLPs sign deeds which need to be registered at HMLR. It will raise a requisition on anything after 20 September 2019 where the below example wording is not used:-
Executed as a deed by (name of company) acting by [a director and its secretary] [two directors] [a director and a witness].
The Rules do not prescribe set forms of execution wording for a ‘non-prescribed’ form of deed that is used eg charges not in form CH1 or leases. However, the Land Registry is encouraging customers to use the wording ‘executed’ as a deed wherever possible and we would suggest that all property deeds are worded this way to avoid any problems.
See Land Registry Practice Guide 8 for more detailed guidance on execution clauses and example clauses for most entities.