Land Registry requirements for execution of deeds by overseas companies are changing: how will this affect you?

As you may be aware, HM Land Registry in England and Wales will only accept deeds executed by overseas companies if they comply with certain execution formalities. HM Land Registry practice guide 78 sets out the options for execution of deeds by overseas companies, essentially following the requirements of the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009. One such option is the deed being signed by one or more authorised persons.

HM Land Registry has a prescribed execution clause for use where an overseas company or LLP is executing a deed by the signature of one or more authorised person(s). This prescribed execution clause has been amended by the Land Registration (Amendment) Rules 2018 which take effect on 6 April 2018, but HM Land Registry has indicated that it will accepts its use before this date. All other HM Land Registry prescribed execution methods remain the same.

Somewhat confusingly, the revised execution block requires “Signature in the name of the company” and “Signature of Authorised Signatory”, as shown below:

HM Land Registry has stated that it will require any authorised signatories of the overseas company to sign the deed in the name of the company and in their own name. You will recall that previously authorised signatories only needed to sign the deed in their own name. This is a somewhat literal and burdensome interpretation of the relevant legislation, but we will need to comply with it or risk having deeds rejected by the Land Registry from 6 April.