Guidance

Practice guide 8: execution of deeds

Updated 15 April 2024

Applies to England and Wales

Please note that HM Land Registry’s practice guides are aimed primarily at solicitors and other conveyancers. They often deal with complex matters and use legal terms.

1. General points

1.1 The need for a deed when dealing with land

With a few exceptions (section 52(2) of the Law of Property Act 1925), a legal interest in land cannot be conveyed or created without a deed (section 52(1) of the Law of Property Act 1925). The exceptions include:

• assents, which must be in writing but need not be executed as a deed (section 36(4) of the Administration of Estates Act 1925)
• leases taking effect in possession for a term not exceeding 3 years at the best rent which can be reasonably obtained without taking a fine (section 54(2) of the Law of Property Act 1925)

Section 91 of the Land Registration Act 2002 provides that a document in electronic form purporting to effect a disposition and that meets certain requirements is to be regarded for the purposes of any enactment as a deed. These electronic dispositions are not covered by this practice guide as they are not deeds. For further information see section 8 of practice guide 82: electronic signatures accepted by HM Land Registry.

1.2 Elements of a deed

To be a deed the document must:

• be in writing
• make clear on its face that it is intended to be a deed by the person making it or the parties to it. This can be done by the document describing itself as a deed or expressing itself to be executed as a deed ‘or otherwise’
• be validly executed as a deed by the person making it or one or more of the parties to it (section 1 of the Law of Property (Miscellaneous Provisions) Act 1989)

Where a person outside England and Wales, or a company or corporation incorporated outside England and Wales, is to execute a deed relating to land in England and Wales, it is still English law that applies to the form and execution of the deed. Land is ‘immovable property’ and so the law governing its disposition is the law of the territory in which it is situated.

1.3 Deeds and HM Land Registry

Certain deeds affecting registered land need to follow a prescribed form (rule 206 of the Land Registration Rules 2003). (In cases where there is no prescribed form, the deed must be in such form as we may direct or allow (rule 212 of the Land Registration Rules 2003).) Currently, the prescribed forms include transfers of registered titles and registered charges (form TP1, form TP2, form TR1, form TR2, form TR4 and form TR5) and discharges of and releases from registered charges (form DS1 and form DS3). The words of execution for these deeds are also prescribed. The prescribed forms and words of execution may be in either English or Welsh. You must ensure all necessary parties execute the transfer in the appropriate execution panel, expanding it as necessary. Do not use form CS for execution of deeds, unless you are filling out a paper form by hand or type and have run out of space.

The prescribed forms also include assents of registered titles and registered charges (form AS1, form AS2 and form AS3) but these do not have to be executed as deeds.

In this guide, we set out the different prescribed words of execution or attestation clauses (these terms being used interchangeably). To reduce requisitions, the prescribed attestation clauses, adapted as necessary must be used. Where we refer to a situation for which there is no prescribed attestation clause, we give a suggested clause and we recommend that these suggested clauses are used.

Original documents are normally only required if your application is a first registration. A conveyancer may, however, make an application for first registration on the basis of certified copy deeds and documents only. For information about this, see practice guide 1: first registration – Applications lodged by conveyancers – acceptance of certified copy deeds.

If your application is not a first registration then we will need only certified copies of deeds or documents you send to us with HM Land Registry applications. Once we have made a scanned copy of the documents you send to us, they will be destroyed. This applies to both originals and certified copies.

However any original copies of death certificates or grants of probate will continue to be returned.

2. Execution of deeds by individuals

2.1 The 3 elements: signature, attestation and delivery

2.1.1 Signature

To be validly executed as a deed, each individual must sign the document. Making one’s mark on a document is treated as signing it (section 1(4) of the Law of Property (Miscellaneous Provisions) Act 1989). The signature must be on the document itself in the space provided and the words of execution must name the signatory or otherwise make clear who has signed the document. For obvious reasons, the signature ought to be in ink.

See practice guide 82: electronic signatures accepted by HM Land Registry for information on electronic signatures accepted by HM Land Registry.

2.1.2 Attestation by a witness

Each individual must sign “in the presence of a witness who attests the signature” (section 1(3) of the Law of Property (Miscellaneous Provisions) Act 1989). We look to see that a witness has signed the deed, that their signature clearly records the witnessing of the signing of the deed by each individual concerned, and that the name and address of the witness appear in legible form on the deed. It is important that names and addresses are complete (including any postcode) and legible as this can help in locating and contacting witnesses by any party should any issue arise concerning the execution. The same witness may witness each individual signature, but each signature must be separately attested, unless it is absolutely clear by express wording on the face of the attestation that the witness is witnessing both or all signatures in the presence of the named signatories. Appendix 2 gives some examples of execution where there is only one attesting witness to multiple signatures.

A party to the deed cannot witness the signature of another party to the deed (Seal v Claridge (1881) 7 QBD 516 at 519).

The relevant legislation does not prevent a signatory’s spouse, civil partner or cohabitee from acting as a witness (if they are not a party to a deed), but this is best avoided. It is also advisable that the witness be no younger than 18 or, at least, of sufficient maturity for their evidence to be relied on should it later prove necessary to verify the circumstances under which the execution took place.

The Law Commission report “Electronic execution of documents” (Law Com No 386), published in September 2019, concluded that the requirement under section 1(3) of the Law of Property (Miscellaneous Provisions) Act 1989 and section 44(2)(b) of the Companies Act 2006 that a deed must be signed “in the presence of a witness” requires the physical presence of that witness, and that this is the case even where both the person executing the deed and the witness are executing and attesting the document using an electronic signature. The Law Commission was not satisfied that the witness’s “virtual” or “remote” presence was sufficient. Accordingly, HM Land Registry continues to require that the witness be actually present when the deed is signed, the witness then adding their signature. However, there is no reason why the witness and signatory cannot be separated by glass, so a signature could be witnessed by someone looking through a car or house window – if, of course, they were then able to see clearly the signatory signing.

Practice guide 82: electronic signatures accepted by HM Land Registry contains more information on electronic signatures accepted by HM Land Registry.

2.1.3 Delivery

The document must be “delivered as a deed” by each person executing it or a person authorised to deliver it on their behalf (section 1(3)(b) of the Law of Property (Miscellaneous Provisions) Act 1989). Delivery requires that the person expressly or impliedly acknowledges, by words or conduct, an intention to be bound by its provisions.

Where a conveyancer, in a transaction involving the disposal or creation of an interest in land, purports to deliver a document as a deed on behalf of a party to it, there is a conclusive presumption in favour of a purchaser that the conveyancer is authorised to deliver it (section 1(5) of the Law of Property (Miscellaneous Provisions) Act 1989). In practice, we assume that a document has been delivered as a deed unless there is some indication to the contrary. So if, for example, the words of execution have been modified to provide that delivery has not taken place, or that delivery is not to be presumed until some condition has been fulfilled, we will require evidence that delivery has subsequently taken place.

2.2 Attestation clause

The general law does not require a particular attestation clause. It is sufficient if the clause makes clear that the signatures of the parties to the deed are intended to be by way of execution and that they were made in the presence of the witnesses. The wording should also state that the document has been executed “as a deed”. Then, even if it is not clear elsewhere in the document that it is intended to be a deed, the words of execution will make this apparent - see Elements of a deed.

In transfers of registered land and other deeds whose form is prescribed, you must use the following attestation clause (or its Welsh equivalent) when individuals execute the deed and include the individual’s name.

Signed as a deed* by (full name of individual) in the presence of

Signature:_______________

Signature of witness:___________________

Name (in BLOCK CAPITALS):________________

Address:_________________

(*in the case of an assent, the words ‘ as a deed’ may be omitted)

2.3 People unable to read or understand a deed

A person may be illiterate, unable to read a deed because of physical illness or disability, or unable to understand the deed because it is in a foreign language. If a person does not understand the deed for other reasons, they may not have capacity to execute a deed. How such a person informs themselves of the contents of the deed before execution will depend on the circumstances.

If the person executing the deed is not sufficiently literate to read it, the contents might be read over to them or the effect of the deed fully explained.

If the signatory is physically impaired so as to be unable to read the deed, they might have the deed read out or might read an enlarged or Braille copy.

If the signatory does not understand the English language (or Welsh if the deed has been drawn up in Welsh), they could read a copy in their own language or have it read out in that language.

In each of the above cases, we recommend that the individual’s conveyancer witnesses the signature as confirmation that a proper procedure has been followed. The facts of the case can be recorded by way of an amendment to the attestation clause as shown below.

Modification of the words of execution will mean that they no longer follow the prescribed wording. However, you may make “such alterations and additions, if any, as the registrar may allow” (rule 206(3) of the Land Registration Rules 2003).

We will accept a clause in the following terms without the need for specific approval in advance.

Signed as a deed by (full name of individual) in the presence of the undersigned, [he][she] having first confirmed that [he][she] had familiarised [himself][herself] with its contents by (state method of used):

Signature:_________________________

Signature of witness:___________________

Name (in BLOCK CAPITALS):________________

Address:______________________

2.4 People physically unable to sign

Some individuals may be physically incapable of signing a deed. This may be as a result of illness or disability. A deed may be validly executed by an individual if it is signed at their direction and in their presence and the presence of 2 witnesses who each attest the signature (section 1(3)(a)(ii) of the Law of Property (Miscellaneous Provisions) Act 1989). The usual words of execution should be suitably modified to reflect the method of execution. In transfers of registered land and other deeds whose form is prescribed you must use the following words of execution (or their Welsh equivalent) when an individual executes the deed by directing another to sign on their behalf.

Signed as a deed by (full name of person signing) at the direction and on behalf of (full name of individual) in [his][her] presence and in the presence of:

Sign here the name of the individual and your own name, eg John Smith by Jane Brown:_________________________

Signature of first witness:___________________

Name (in BLOCK CAPITALS):________________

Address:_____________________________

Signature of second witness:___________________

Name (in BLOCK CAPITALS):________________

Address:_____________________________

The name of the person unable to sign can be typed or handwritten in the space provided by the person preparing the instrument, or it can be handwritten by the authorised signatory. The authorised signatory must sign with their own signature. The size of the signature box can be increased as necessary to accommodate the signature.

This method of execution is appropriate if the individual is unable to sign at all. If the individual is able to sign (which includes making their mark) whether by hand, foot or mouth, it may be preferable to use the ordinary method of execution.

2.5 People signing in foreign characters

A signature in foreign characters still constitutes a signature complying with the requirements for a valid deed. However, where any instrument is executed in foreign (ie non-Roman) characters, such as Arabic or Chinese characters, we will require either:

• the words of execution to be expanded to confirm that the signatory understands English or that the signatory has familiarised themselves with its contents (perhaps by having had it read out in their native language)
• a separate certificate to that effect given by the conveyancer acting for the signatory

2.6 People signing in an official capacity

There are circumstances in which individuals will be executing a deed not in connection with their own affairs but in some official capacity, which entitles them to act on behalf of someone else. Examples are a person acting as an executor or administrator of the estate of someone who has died (section 1 of the Administration of Estates Act 1925) and a person acting as a trustee in bankruptcy on behalf of a bankrupt (section 306 of the Insolvency Act 1986). Note that the situation here is distinct from that where an individual has delegated authority under a power of attorney, which is dealt with later. The person signing needs to do so in their own name and the signature should be witnessed in the usual manner. The words of execution in the deed need only be modified to show the capacity in which the person has signed if this fact is not clear from the body of the document.

As well as ensuring that the official capacity in which the person has signed is clear from the deed, you will need to send in with the application evidence of the person’s authority to act in this capacity, such as the grant of probate when an executor signs.

The execution of deeds by a company’s administrator, receiver or liquidator is covered in Execution of deeds following appointment of a nominee, supervisor, administrator, receiver or liquidator.

3. Execution of deeds by companies registered under the Companies Acts

On 6 April 2008 section 44 of the Companies Act 2006 came into force and applies to deeds executed on or after 6 April 2008 by companies registered under previous Companies Acts and also to companies registered in Northern Ireland.

3.1 Execution by a company under its common seal

This is the common law method of execution by corporations, preserved for companies registered under the Companies Acts by section 36A(2) of the Companies Act 1985 and for documents executed on and after 6 April 2008 by section 44(1)(a) of the Companies Act 2006.

Where this form of execution is adopted, the common seal will normally be affixed to the deed in the presence of the company secretary and one director, or 2 directors, who attest the sealing by countersigning the deed and describing themselves by their respective offices of ‘secretary’ and ‘director’ or ‘director’ and ‘director’. If this is done, a purchaser is from 15 September 2005 protected by section 74(1) of the Law of Property Act 1925. (Prior to 15 September 2005, when the amendment to section 74(1) of the Law of Property Act 1925 by the Regulatory Reform (Execution of Deeds and Documents) Order 2005 came into effect, the protection was limited to cases where the seal is affixed in the presence of a director and secretary):

“In favour of a purchaser an instrument shall be deemed to have been duly executed by a corporation aggregate if a seal purporting to be the corporation’s seal purports to be affixed to the instrument in the presence of and attested by –

(a) two members of the board of directors, council or other governing body of the corporation, or

(b) one such member and the clerk, secretary or other permanent officer of the corporation or his deputy.”

Defined in section 205(xxi) of the Law of Property Act 1925 to mean “a purchaser in good faith for valuable consideration” and to include “a lessee, mortgagee or other person who for valuable consideration acquires an interest in property”, with “valuable consideration” including marriage or civil partnership but excluding “a nominal consideration in money”.

Under section 1(2A) of the Law of Property (Miscellaneous Provisions) Act 1989 introduced by the Regulatory Reform (Execution of Deeds and Documents) Order 2005, merely sealing a document will not make it a deed. It must be clear on the face of a document that it is intended to be a deed. You must use the following attestation clause when sealing a deed by a company, including a deed in one of the forms prescribed by Schedule 1 to the Land Registration Rules 2003.

Executed as a deed by affixing the common seal of (name of company) in the presence of:

Signature of Director:___________________

Signature of [Director][Secretary]:________________

This form of execution will also apply to deeds executed by Northern Ireland companies on or after 6 April 2008.

Most companies, however, have articles of association that authorise the affixing of the company seal to a deed in the presence of people other than a director and the secretary. For example, article 101 of Table A (That is, Table A in the Schedule to the Companies (Tables A-F) Regulations 1985 (SI 1985/805).) provides that:

“The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and the secretary or by a second director”.

The protection for purchasers provided by section 74(1) of the Law of Property Act 1925 is limited to cases where the seal is affixed in the presence of a director and the secretary or, from 15 September 2005, 2 directors. Where a deed is executed by a company affixing its seal in the presence of persons other than a director and the secretary or 2 directors, we may call for evidence that the people attesting the affixing of the seal are duly authorised by the company’s articles to do so. Where their authority also depends upon a decision by the directors of the company, we may in addition require a certified copy of the board resolution.

3.2 Execution by a company otherwise than under a common seal

A different method of execution can be used by a company which either has no seal or, having one, chooses not to use it. For deeds executed before 6 April 2008, section 36A(4) of the Companies Act 1985 provides:

“A document signed by a director and secretary of a company, or by two directors of a company, and expressed (in whatever form of words) to be executed by the company has the same effect as if executed under the common seal of the company.”

Section 36A(6) of the Companies Act 1985 provides protection for purchasers where a document is executed in the following fashion.

“In favour of a purchaser a document shall be deemed to have been duly executed by a company if it purports to be signed by a director and the secretary of the company, or by two directors of the company”.

The sub-section goes on to define a ‘purchaser’ as ‘a purchaser in good faith for valuable consideration’ including ‘a lessee, mortgagee or other person who for valuable consideration acquires an interest in property’.

Where the deed in question is a transfer of registered land or other instrument whose form is prescribed, the following attestation clause should be used.

Executed as a deed by (name of company) acting by [a director and its secretary] [two directors]

Signature of Director:___________________

Signature of [Secretary][Director]:________________

The above form of execution can be used for deeds executed on or after 6 April 2008 by virtue of section 44(2)(a) and (3) of the Companies Act 2006. This form of execution will also apply to deeds executed by Northern Ireland companies on or after 6 April 2008. (Note: where execution is by a director and the secretary, they must be 2 separate persons; the same individual cannot sign in both capacities (section 280 of the Companies Act 2006).

In addition, for deeds executed on or after 6 April 2008 section 44(2)(b) of the Companies Act 2006 provides that a company may execute a document under the law of England and Wales or Northern Ireland by a single director if that signature is witnessed and attested.

Where the deed in question is a transfer of registered land or other instrument whose form is prescribed, the following attestation clause should be used.

Executed as a deed by (name of Company) acting by a director

In the presence of:

Signature of Director:___________________

Signature of witness:________________

Name (in BLOCK CAPITALS):________________

Address:_________________________

If a deed is lodged for registration that does not have the common seal affixed and purports to have been:

• executed on behalf of the company by signatories with descriptions other than that of director and secretary, or 2 directors
• executed on or after 6 April 2008 on behalf of the company by a signatory with a description other than that of director where the signature is witnessed and attested

we will require evidence to be produced to show that the deed has been duly executed. If such evidence cannot be produced we will insist that the deed is executed correctly, either under the common seal or by following the procedure set out in section 36A(4) of the Companies Act 1985 for documents executed before 6 April 2008 or section 44 (4) of the Companies Act 2006 for documents executed on or after 6 April 2008.

The same will apply to a deed lodged for registration that purports to have been executed on behalf of the company by people who lack any description. The exception is that if it can be shown by extrinsic evidence that the signatures are those of people who were in fact a director and the secretary, 2 directors, or a single director if the signature is witnessed and attested, of the company at the date of execution, then we may be able to accept the deed as validly executed.

3.3 Delivery

As with other deeds, a deed which has been executed by a company must also be delivered in order to be effective.

A document executed by a company that makes it clear on its face that it is intended by the people making it to be a deed is presumed to have been delivered on execution unless a contrary intention is proved (section 46 of the Companies Act 2006).

In practice, we assume that a document has been delivered as a deed unless there is some indication to the contrary. So if, for example, the words of execution have been modified to provide that delivery has not taken place, or that delivery is not to be presumed until some condition has been fulfilled, we will require evidence that delivery has subsequently taken place.

3.4 Execution where the director or secretary is also a company

3.4.1 Execution under common seal

The seal of the executing company needs to be affixed to the deed “in the presence of and attested by” a director and the secretary or, since 15 September 2005, 2 directors (section 74(1) of the Law of Property Act 1925, see Execution by a company under its common seal). A corporate director or secretary must act through the agency of a real person. That person is required to be physically present at the affixing of the seal and must then attest the affixing with their signature. The following words of execution (amended as necessary) must be used where the director or secretary is also a company and the deed is in a prescribed form. We also encourage that this is used for deeds which are not in a prescribed form.

Executed as a deed by affixing the common seal of (name of executing company) in the presence of a director and (name of individual) duly authorised by (name of corporate [secretary / director] to attest the affixing of the seal on its behalf as [secretary / director] of (name of executing company):

Common seal of executing company: ________________

Signature of Director:___________________

Signature of (name of individual) authorised on behalf of (name of corporate [secretary / director]:____________

3.4.2 Execution without common seal

A company executing a deed on or after 6 April 2008, without using a common seal in accordance with section 44 of the Companies Act 2006, may use the following suggested forms of execution.

Either (a)

Executed as a deed by (name of executing company) acting by (name of individual) duly authorised by (name of corporate director) to sign on its behalf as director of (name of executing company):

Signature of Director:___________________

In the presence of:

Signature of witness:________________

Name (in BLOCK CAPITALS):________________

Address:______________________

or (b)

Signed as a deed by (name of individual) duly authorised by (name of corporate director) to sign on its behalf as director of (name of executing company):

Signature of Director:___________________

In the presence of:

Signature of witness:________________

Name (in BLOCK CAPITALS):________________

Address:______________________

3.4.2.1 Company executes without common seal, by 2 corporate officers

If an executing company (A) has 2 different corporate directors (or a corporate director and corporate secretary) (companies B and C), the execution formalities as required by section 44(2) or (3) of the Companies Act 2006 must still be observed in respect of the executing company A with companies B and C, as appropriate, taking into account section 44(7) of the Companies Act 2006, for example:

Either (a)

Executed as a deed by (name of executing company A) acting by (name of authorised signatory of company B) duly authorised by (name of company B) to sign on its behalf as director of (name of executing company A), and (name of authorised signatory of company C) duly authorised by (name of company C) to sign on its behalf as director / secretary of (name of executing company A):

Signature of authorised signatory of company B _______________

(Authorised signatory of (name of company B), Director)

Signature of authorised signatory of company C _______________

(Authorised signatory of (name of company C), Director / Secretary)

or (b)

Executed as a deed by (executing company A) acting by (name of individual) duly authorised by (name of corporate director company (B) or (C), as appropriate) to sign on its behalf as director of (executing company A):

Signature of Director _________________________

In the presence of:

Signature of witness _________________________

Name (in BLOCK CAPITALS): _____________________

Address: ___________________________

In summary, where the common seal is not being used, either 2 authorised signatories are required (an authorised signatory or director of company B and an authorised signatory or director/secretary company C) if executing company A is executing in accordance with section 44(2)(a) of the Companies Act 2006 or, the signature of an individual duly authorised by director company B or C, as appropriate, to sign on its behalf, whose signature must be attested by a witness if executing company A is executing in accordance with section 44(2)(b) of the Companies Act 2006).

3.5 Execution by directors/secretaries on behalf of several companies

From 15 September 2005, where a person who is a director or secretary of 2 or more companies executes a deed on behalf of them all, such person must sign the deed separately for each company (section 36A(4A) of the Companies Act 1985 and section 44(6) of the Companies Act 2006). It is essential, however, that the words of execution are drafted carefully as otherwise we may need proof that the signatories have the relevant status within each company. An attestation clause along the following lines must, therefore, be used where the deed is in a prescribed form. We also encourage that this is used for deeds not in a prescribed form.

Executed as a deed by (names of executing companies) by (name of first individual signing as director) being a director of each of the executing companies and (name of second individuals) being [a director] [the secretary] of each of the executing companies.

Signature of Director of first executing company:___________________

Signature of [Secretary] [Director] of first executing company:_____

Signature of Director of second executing company:________________

Signature of [Secretary] [Director] of second executing company:_______

In addition to the above form of attestation, for deeds executed on or after 6 April 2008 in accordance with section 44(2)(b) of the Companies Act 2006, the following form of attestation must be used where the deed is in a prescribed form. We also encourage that this is used for deeds not in a prescribed form.

Executed as a deed by (names of executing companies) acting by (name of director) being director of each of the executing companies

Signature of Director of first executing company:___________________

Signature of Director of second executing company:________________

Signature of witness:________________

Name (in BLOCK CAPITALS):________________

Address:________________

3.6 Execution by Scottish companies registered under the Companies Acts

The question of whether a disposition of land in England and Wales is formally valid must be determined in accordance with the lex situs, that is, the law of England and Wales. It is our view, therefore, that the requirements for an effective transfer and so on of registered land are the same where the disposition is by a Scottish company registered under the Companies Acts as for a disposition by English and Welsh companies so registered.

Section 48 of the Companies Act 2006 provides that “a document signed or subscribed by or on behalf of the company in accordance with the provisions of the Requirements of Writing (Scotland) Act 1995 shall have effect” as if executed by a company affixing its common seal. However, the section begins: “The following provisions form part of the law of Scotland only.” It is difficult to see, therefore, how section 48 of the Companies Act 2006 can be relevant where it is registered land that is being disposed of.

The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 includes provisions as to execution by overseas companies, but a Scottish company is not an overseas company.

4. Execution of deeds by unregistered companies

An unregistered company (the definition which follows is derived from section 1043(1) of the Companies Act 2006) is a body incorporated in and having a place of business in Great Britain, except:

• a body incorporated by or registered under any public general Act of Parliament
• any body not formed for the purpose of carrying on a business that has for its objects the acquisition of gain by the body or its individual members
• any body for the time being exempted by direction of the Secretary of State

In practice, unregistered companies are usually incorporated either by royal charter or private Act of Parliament and of a local character, although some large companies, such as certain insurance companies, fall into this category. In transfers of registered land and other instruments whose form is prescribed, the attestation clause must be in the form set out in Execution by a company under its common seal where the unregistered company executes using its common seal.

An unregistered company can make use of the same alternative method of execution as a company registered under the Companies Acts. Companies (Unregistered Companies) Regulations 2009 (SI 2009/2436). The regulations apply section 44 of the Companies Act 2006 to unregistered companies, and revoke previous regulations. So an unregistered company may execute without using its seal by arranging for a director and its secretary, or 2 directors, to sign on its behalf. In the case of a transfer of registered land or other instrument whose form is prescribed, the attestation clause must be in the form set out in Execution by a company otherwise than under a common seal.

For deeds executed on or after 1 October 2009 an unregistered company may also execute deeds by a single director if that signature is witnessed and attested, using Form D(ii), schedule 9 to the Land Registration Rules 2003.

We will need to see the statute, charter or other document of constitution of the company when other forms of attestation clause are adopted.

5. Execution of deeds by other corporations incorporated in the UK

5.1 General

A corporation is either a corporation sole or aggregate. A corporation sole is an office, such as ‘bishop’, that has a legal personality separate from the particular holder of the office for the time being. A corporation aggregate is a body of persons that has a legal personality separate from the particular members of the body for the time being.

This section is concerned with corporations aggregate other than companies registered under the Companies Acts and unregistered companies. So among the corporations this section does cover are those incorporated by or registered under public general Acts other than the Companies Acts; this includes building societies, registered societies, incorporated friendly societies, higher and further education corporations, the governing bodies of maintained schools and local authorities.

The relaxation of the common law requirement for a deed to be executed under seal, which enables sealing to be dispensed with in the case of deeds executed by individuals, does not extend to corporations sole (section 1(10) of the Law of Property (Miscellaneous Provisions) Act 1989). With the exception of limited liability partnerships, the statutory provision (section 44(2) of the Companies Act 2006) allowing companies to execute by a signature on behalf of the company does not apply to the corporations aggregate with which this section is concerned. Unless provided for in the paragraphs below, we will, therefore, require that a corporation sole or aggregate executes under seal except where the applicant is able to point to some specific statutory provision in relation to the corporation concerned.

If the corporation is a corporation aggregate and the attestation clause is in the form set out in Execution by a company under its common seal (it will be necessary to adapt this clause if the member of the governing body is not a ‘director’ or the permanent officer is not the ‘secretary’), we will normally accept the deed without further evidence – section 74(1) of the Law of Property Act 1925 will apply in favour of a purchaser.

The legislation or other document (such as a royal charter) under which the corporation is incorporated will normally provide for it to have a corporate seal and for the use of the seal in the execution of deeds. If the corporation is authorised to execute a deed by affixing its seal other than in accordance with section 74(1), and such a method of execution is adopted, then we will need to see the legislation or document of incorporation or regulating its affairs. Such a corporation, if it regularly deals with registered land, can seek to lodge the relevant document of incorporation with our Commercial Arrangements Section at HM Land Registry Head Office (see Special arrangements for details). We may then be able to issue a facility letter which, if its terms are followed in individual cases, will avoid the need to lodge a copy of the corporation’s document of incorporation or regulating its affairs in each case. If, however, incorporation is under the provisions of a public general Act, we will not require a copy of the legislation to be lodged with the deed, although we would ask that reference is made to the appropriate section or sections of the legislation in a covering letter sent with the deed.

If a deed is lodged for registration that does not have the common seal affixed and purports to have been:

• executed on behalf of the corporation by signatories
• with descriptions other than as provided for in the relevant statutory provision allowing for execution without a common seal

we will require evidence to be produced to show that the deed has been duly executed. If such evidence cannot be produced we will insist that the deed is executed correctly, either under the common seal or by following the procedure set out in the relevant statutory provision. The same will apply to a deed lodged for registration that purports to have been executed on behalf of the corporation by people who lack any description.

5.2 Limited liability partnerships

A limited liability partnership is a body corporate, with legal personality separate from that of its members, formed by being incorporated under section 1(2) of the Limited Liability Partnerships Act 2000.

Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (SI 2009/1804) applies sections 44-47, Companies Act 2006 to limited liability partnerships, so they may execute deeds as provided by section 44 of the Companies Act 2006. The regulations modify section 44 of the Companies Act 2006 so that the references to a director and the secretary, or 2 directors, of the company are to be read as references to 2 members of the limited liability partnership (Regulation 4).

We suggest that you use the following attestation clause where a deed is to be executed by a limited liability partnership without using a common seal, acting by 2 members.

Executed as a deed by (names of limited liability partnership) acting by two members

Signature of Member:___________________

Signature of Member:________________

We suggest that you use the following attestation clause where a deed is to be executed by a limited liability partnership, without using a common seal acting by a single member.

Executed as a deed by (names of limited liability partnership) acting by a member in the presence of:

Signature of Member:___________________

Signature of witness:________________

Name (in BLOCK CAPITALS):________________

Address:________________

If instead the limited liability partnership uses a seal, we can accept this provided the attestation clause is as in Execution by a company under its common seal, but with 2 members witnessing the affixing of the seal.

5.2.1 Limited liability partnerships with corporate members

Where the limited liability partnership is acting by a corporate member we recommend one of the following forms of execution:

A. Suggested form of execution without a common seal by a limited liability partnership acting by 2 members, one of whom is a corporate body

Executed as a deed by [name of limited liability partnership] acting by [name of member], member, and [name of person authorised to sign for the corporate member], duly authorised by [name of corporate member] to sign on its behalf as member of [name of limited liability partnership]:

Signature of member__________ (Member)

Signature of person authorised to sign for [name of corporate member]______(on behalf of member)

B. Suggested form of execution without a common seal by a limited liability partnership acting by a corporate body as member, with signature witnessed

Executed as a deed by [name of limited liability partnership] acting by [name of person authorised to sign for the corporate member] duly authorised by [name of corporate member] to sign on its behalf as member of [name of limited liability partnership] in the presence of:

Signature of person authorised to sign for corporate member________(on behalf of member)

Signature of witness_____________

Name of witness (in BLOCK CAPITALS)________

Address of witness_________________________

5.3 Building societies

Under sections 5(2)-(4), Building Societies Act 1986, building societies are corporate bodies and so a purchaser from a building society can rely on the protection given by section 74(1) of the Law of Property Act 1925. If, therefore, the attestation clause is in the form set out in Execution by a company under its common seal, we will accept the deed.

We will normally be able to accept a form DS1 or form DS3 where either:

• the seal is affixed to the form and attested in accordance with section 74(1)
• the seal is affixed to the form in the presence of and attested by an individual who is described as acting by authority of the board of directors
• the form is signed by an individual who is described as duly authorised by the board of directors

Similarly, we will normally be able to accept a vacating receipt endorsed on an unregistered building society charge where it is sealed or signed in any of the 3 ways above (Section 6C of the Building Societies Act 1986; Schedule 2A, paragraph 1(1); Building Societies (Prescribed Form of Receipt) Rules 1997 (SI 1997/2869).).

5.4 Registered societies

Registered societies are registered under the Co-operative and Community Benefit Societies Act 2014. Registered societies include former industrial and provident societies.

Many (but not all) housing associations are registered societies.

They may execute deeds under their common seal in the presence of one ‘authorised signatory’. Alternatively, the deed may be signed by a member of the committee and its secretary or by 2 members of the committee and expressed (in whatever form of words) to be executed by the society. The execution block must clearly state that the person(s) signing are authorised signatories, for example by adding the words ‘Authorised Signatory’ by their name.

6. Execution of deeds by overseas companies

See section 4 of practice guide 78: overseas companies and limited liability partnerships.

7. Execution of deeds by local authorities

In addition to the default forms of execution set out in Execution of deeds by other corporations incorporated in the UK, many local authorities delegate authority to execute deeds and documents to various senior officers. Principal councils can avoid having to lodge evidence every time by emailing it to us at localauthorityexecution@landregistry.gov.uk so we can record it centrally. When executing deeds the name or office of the signatories as appropriate should be included, so we can be sure it is correctly executed.

Many local authorities are currently unable to arrange for execution of deeds in accordance with their established special arrangements with HM Land Registry. A number are amending their constitution to authorise alternative methods of execution. Until further notice, we will accept execution where a local authority also certifies that it is, under its constitution, able to validly execute a deed other than in accordance with their special arrangements.

The following certificate must be lodged with the application, signed by an individual conveyancer employed by the relevant local authority and stating that the deed has been duly and properly executed in accordance with the council’s constitution:

“I [name of conveyancer certifying] a conveyancer employed by [name of authority] certify that the transfer [or other deed submitted for registration] dated [date of deed] is made by the authority of the Council and has been duly and properly executed in accordance with the Council’s constitution.”

8. Execution of deeds following appointment of a nominee, supervisor, administrator, receiver or liquidator

You should refer to practice guide 35: corporate insolvency and practice guide 36: administration and receivership for fuller guidance on cases involving the execution of deeds by administrators, receivers and liquidators.

8.1 Voluntary arrangements: appointment of a nominee or supervisor

It is possible for a company in difficulties to enter into a voluntary arrangement or composition with its creditors (see generally sections 1–7 of the Insolvency Act 1986). A person is appointed to supervise the implementation of the scheme and is known as a ‘nominee’ until the scheme is approved by a meeting of creditors and a meeting of the company, whereupon they become a ‘supervisor’. Unless the scheme is such that the company’s land has been transferred to the nominee or supervisor as trustee, the land remains vested in the company and it must execute deeds in the ordinary way.

8.2 Administration orders

Where a company is, or is likely to become, unable to pay its debts an administrator may be appointed to manage its affairs, business and property. The appointment may be made by the court, by the holder of a qualifying floating charge, or by the company itself or its directors (see generally section 8 and Schedule B1 to the Insolvency Act 1986, as amended by the Enterprise Act 2002). The property of the company remains vested in the company but the administrator is authorised to use the company’s seal and to execute deeds in the name and on behalf of the company (Schedule B1, paragraph 60, and Schedule 1, paragraphs 8 and 9 to the Insolvency Act 1986).

Following the making of an administration order, we can accept a deed executed by the administrator in either of the following forms. The second form of attestation clause relies on the statutory provisions in the Insolvency Act 1986 being read with section 74(3) of the Law of Property Act 1925.

Executed as a deed by affixing the common seal of (name of company)(in administration) in the presence of Administrator:___________________

Common seal of company:________________

Signed as a deed by (name of company)(in administration) by (name of administrator), its administrator, pursuant to powers conferred under the Insolvency Act 1986, in the presence of:

Sign here the name of the company and your own name, eg John Smith Ltd by Jame brown, its administrator:___________________

Signature of witness:___________________

Name (in BLOCK CAPITALS):________________

Address:________________

You need to lodge evidence of the appointment of the administrator with the deed unless the appointment is already noted in the register - see practice guide 36: administration and receivership.

8.3 Receivership

Debenture holders can appoint a receiver under section 101(1)(iii) of the Law of Property Act 1925, unless a contrary intention is expressed. Such a receiver has no statutory power to execute on behalf of the company.

However, a debenture will usually contain an express power to appoint a receiver and give the receiver the right to sell or otherwise dispose of the company’s property, with the power to execute in the name and on behalf of the company. We suggest the following form of execution be used by such a receiver

Signed as a deed by (name of company) by (name of receiver), its receiver, pursuant to powers granted to (him/her) by clause (relevant clause number) of a debenture dated (date) in favour of (name of lender) in the presence of:

Signature of witness:___________________

Name (in BLOCK CAPITALS):________________

Address:_________________

Sign here the name of the company and your own name eg John Smith Ltd by Jane Brown, its receiver:_________________________

Where an application is made for registration based on a disposition by a receiver, we require:

• a certified copy of the debenture, unless the debenture has been registered or noted
• evidence that the power of appointment of the receiver has arisen (usually a certificate by or on behalf of the debenture holders that the power of appointment has arisen will be sufficient), and
• a certified copy of the appointment of the receiver

8.4 Administrative receivership

An administrative receiver is either:

• a receiver or manager of the whole (or substantially the whole) of a company’s property appointed by or on behalf of holders of any debentures of the company secured by a charge which, as created, was a floating charge, or such a charge and one or more other securities, or
• a person who would be such a receiver or manager but for the appointment of some other person as the receiver of part of the company’s property (section 29(2) of the Insolvency Act 1986)

An administrative receiver cannot be appointed by the holder of a debenture dated on or after 15 September 2003, notwithstanding any provision contained in the debenture (section 72A of the Insolvency Act 1986, which came into force on that day). This is subject to limited exceptions set out in sections 72B to 72GA, Insolvency Act 1986.

An administrative receiver is authorised to use the company’s seal and to execute deeds in the name and on behalf of the company (section 42(1) and paragraphs 8 and 9 of Schedule 1 to the Insolvency Act 1986).

We can accept a deed executed by the administrative receiver in either of the following forms. The second form of attestation clause relies on the statutory provisions in the Insolvency Act 1986 being read with section 74(3) of the Law of Property Act 1925.

Signed as a deed by (name of company) by affixing the common seal of (name of company) in the presence of:

Receiver:___________________

Common seal of company:______________

Signed as a deed by (name of company) by (name of administrative receiver), its administrative receiver, appointed under a debenture dated (date) in favour of (name of lender) in the presence of:

Sign here the name of the company and your own name eg John Smith Ltd by Jane Brown, its administrative receiver:_________________________

Signature of witness:___________________

Name (in BLOCK CAPITALS):________________

Address:_________________

The name of the company can be typed or handwritten in the space provided by the person preparing the instrument, or it can be handwritten by the administrative receiver. The administrative receiver must sign with their own signature. The size of the signature box can be increased as necessary to accommodate the signature.

Where an application is made for registration based on a disposition by an administrative receiver, we require the documentation and evidence referred to in Receivership.

8.5 Liquidation

A disposition made by a company in liquidation may be executed either by the liquidator affixing the common seal and signing the document to attest that the seal has been affixed in their presence, or by the liquidator signing the document as a deed in the name and on behalf of the company (sections 165, 167 and Schedule 4, paragraph 7, Insolvency Act 1986, read with section 74(3) of the Law of Property Act 1925).

So, the following attestation clauses might be used.

Signed as a deed by affixing the common seal of (name of company) (in liquidation) in the presence of:

Liquidator:_________________________

Common seal of the company:_________________

Signed as a deed by (name of company) (in liquidation) acting by (name of liquidator), its liquidator, under the powers conferred on [him][her] by Schedule 4 to the Insolvency Act 1986 in the presence of:

Signature of witness:___________________

Name (in BLOCK CAPITALS):________________

Address:_________________

Sign here the name of the company and your own name, eg, John Smith Ltd by Jane Brown, its liquidator: ______________________

You will need to send in evidence of liquidation with the deed (see practice guide 35: corporate insolvency, in particular, section 3).

9. Execution of deeds by trustees of charities

You should refer to practice guide 14: charities: advice for applications to be sent to HM Land Registry for fuller guidance on cases involving the execution of deeds by charity trustees.

9.1 Where the charity trustees are individuals

The general principle that all owners of a legal estate must execute a disposition applies to charity trustees. However, section 333 of the Charities Act 2011 allows charity trustees to delegate to no fewer than 2 of their number authority to execute, in the names of and on behalf of all the trustees, any deed giving effect to a transaction to which the trustees are a party.

We will not require evidence of the delegation if:

• the disposition is for money or money’s worth and there is no reason to doubt the good faith of the person in whose favour it is made
• the deed states that it has been executed in pursuance of section 333 of the Charities Act 2011

In these circumstances, there is a conclusive presumption in the purchaser’s favour that the deed has been duly executed (section 333(5) of the Charities Act 2011).

To meet the second requirement listed, we suggest that transfers contain the following clause (which can also be used in conveyances and other types of deed, suitably modified).

This transfer is executed by AB and CD being 2 of the registered proprietors of the land in this title as charity trustees and on behalf of all the charity trustees under a general authority given pursuant to section 333 of the Charities Act 2011.

Alternatively, the following attestation clause can be used.

Signed as a deed on behalf of the trustees (or other term used in the deed, eg ‘transferors’) by (name of the trustees signing), two (or as the case may be) of their number, under an authority conferred pursuant to section 333 of the Charities Act 2011 in the presence of:

Signature of witness:___________________

Name (in BLOCK CAPITALS):________________

Address:_________________

Named trustees sign here, eg John Smith, Jane Brown:______________Authorised signatories

9.2 Where the charity trustees are incorporated under Part 12 of the Charities Act 2011

Where charity trustees have been made a body corporate by section 251 of the Charities Act 2011 and the body has a common seal, a disposition can be executed by affixing that common seal (section 260(2) of the Charities Act 2011). We will not question this form of execution if the common seal appears to have been affixed in the presence of appropriate officers of a charity so as to allow for the operation of section 74(1) of the Law of Property Act 1925. Use the attestation clause in Execution by a company under its common seal, adapted as necessary.

There are 2 other possible methods of execution (sections 260(3) and 261(1) of the Charities Act 2011) that might be used either where the body corporate does not have a common seal or chooses not to use it.

The deed may be executed by a majority of the individual charity trustees, the deed being expressed to be executed by the body (section 260(3)(a)).

The deed may be executed under an authority conferred on 2 or more trustees to execute in the name and on behalf of the body (section 261(1)).

9.3 Where the charity trustee is another body corporate

Where the charity is a body incorporated other than under Part 12 of the Charities Act 2011, refer to Execution of deeds by companies registered under the Companies Acts or Execution of deeds by other corporations in the UK, as appropriate, for guidance on execution.

9.4 Charitable incorporated organisations (‘CIO’)

By virtue of regulations 19-25 of the Charitable Incorporated Organisations (General) Regulations 2012, the execution formalities for CIOs mirror those for execution by a company incorporated under the Companies Acts. A CIO may execute a deed either:

• by affixing its common seal (if it has one)
• by having the deed signed by at least 2 trustees (or, where the CIO has only one trustee, by that trustee)
• by a person duly authorised as the CIO’s attorney, under a general or specific power given in an instrument executed as a deed, to execute deeds and documents on behalf of the CIO

A CIO may, but is not obliged to, have a common seal (regulation 23).

Regulation 20 provides for execution by affixing the common seal but does not specify whose presence or whose attestation is required. However, regulation 23(6)(a) and (b) states that the provisions of the Companies Act 2006 apply in relation to regulation 23 as if references to a CIO were substituted for references to a company, and references to a charity trustee were substituted for references to an officer of the company. The 2 model forms of CIO constitution promulgated by the Charity Commission indicate (clause 21 in each case) that the seal must be used only by the authority of the CIO’s trustees (or a committee of trustees duly authorised by the CIO trustees). Unless otherwise determined by the CIO trustees, a document to which the seal is affixed must be signed by at least 2 CIO trustees.

The form of execution for companies in Execution by a company under its common seal may therefore be used, adapted as appropriate to refer to CIO trustees.

Alternatively, regulation 20 provides that the CIO may execute by signature by at least 2 trustees (where the CIO has more than one trustee) or by the sole CIO trustee (where it has only one). A document signed in this way and expressed to be executed by the CIO has effect as if executed under the common seal and there is a presumption of due execution in favour of a purchaser for valuable consideration (which includes a lessee, mortgagee or other person) who acquires an interest in the property (regulation 20(5)). A suggested form of execution is:

Executed as a deed by (name of executing CIO, including the words “Charitable Incorporated Organisation”) acting by (name of first trustee) and (name of second trustee) two of its trustees

Signature of first trustee:________________Trustee

Signature of second trustee:_________________Trustee

or, for a sole trustee:

Executed as a deed by (name of executing CIO, including the words “Charitable Incorporated Organisation”) acting by (name of trustee) in the presence of:

Signature of sole trustee:________________Trustee

Signature of witness:_________________

Name (IN BLOCK CAPITALS):_________________

Address:_________________

10. Execution under a power of attorney

A power of attorney is a legal document by which one person (the donor) gives another person (the attorney) power to act on their behalf. The donor must execute the power as a deed. This section is concerned with transfers and other deeds being executed by attorneys.

Where an agent is given power to execute a deed, that power must itself be contained in a deed: Powell v London & Provincial Bank (1893) 2 Ch 555. Hence the references in this section are to powers of attorney, as opposed to written or verbal agency agreements. This guide does not deal with powers of attorney granted under the law of another jurisdiction. In such cases we are likely to require a letter from a qualified lawyer practising in or familiar with the relevant law confirming the effectiveness of the power for the purposes of the execution of the deed concerned. Any such letter and supporting documentation in a language other than English or Welsh will need to be accompanied by a translation.

A power of attorney will either be for a specific purpose or general. If it is for a specific purpose you will need to ensure that it contains clear authority to enter into the transaction in question, as powers of attorney are interpreted strictly. A general power of attorney must follow the form set out in the Powers of Attorney Act 1971 or be in a form to the like effect and expressed to be made under the Powers of Attorney Act 1971 (Schedule 1, section 10(1)). The prescribed form describes itself as a general power of attorney and states that the donor appoints the donee or the donees jointly or jointly and severally to be their attorney or attorneys in accordance with the section 10 of the Powers of Attorney Act 1971).

Any deed lodged for registration that has been executed under a power of attorney must be accompanied by one of the following.

• Form 1 (rule 61 and Schedule 3 to the Land Registration Rules 2003)
• A sufficient copy of any power that you are relying on to establish that a document lodged with your application is validly executed. See practice guide 9: powers of attorney and registered land for further details

Section 3 of the Powers of Attorney Act 1971 prescribes a strict method of proving the contents of a power of attorney. To follow this procedure a solicitor, notary public or stockbroker must certify:

• at the end of a photocopy of the power that it is a true and complete copy of the original, and
• on each page of the photocopy, if the power includes more than one page, that the page is a true and complete copy of the corresponding page of the original

In practice, we will usually accept a photocopy that is certified by a conveyancer to be a true copy of the original power. However, in any case of doubt, we would need to ask you to produce the more formal certified copy mentioned above. (See Deeds and HM Land Registry regarding retention of documents sent to us).

10.1 Delegation by trustees

Trustees can only delegate their duties and powers (such as executing a transfer of trust land) when they have authority to do so. However, several statutory provisions now allow for delegation.

Note that for beneficial interests to be overreached the attorney must act with at least one other person (Section 7 of the Trustee Delegation Act 1999. As will be seen, however, there is no overreaching where capital money is paid to beneficiary attorneys under section 9 of the Trusts of Land and Appointment of Trustees Act 1996, even though there may be more than one of them). If a transfer is lodged executed by only one person, both as proprietor and as attorney for the other proprietor or as attorney for all the proprietors, we will return it for execution by the donor or donors. If the transfer is not re-executed we will enter a restriction in the register to protect any beneficial interests that may subsist.

The statutory provisions allowing for delegation by trustees can be divided into those allowing for delegation by individual trustees and those allowing for collective delegation by the trustees.

10.1.1 Individual delegation

Section 25 of the Trustee Act 1925

Under this section, a trustee can delegate the exercise of their powers for a maximum of 12 months from the start of the delegation or, if there is no provision for when the delegation starts, for 12 months from the execution of the power by the trustee. The trustee must, before or within 7 days of giving such a power of attorney, give notice of it to each of the co-trustees (if any) and to any person who has power under the trust instrument to appoint a new trustee (if any). The section sets out a form of general power in respect of a trustee’s function (section 25(6) of the Trustee Act 1925).

Section 1 of the Trustee Delegation Act 1999

This section allows a power of attorney to be used in relation to trust property if there is no indication in the power that the donor does not intend the attorney to exercise trustee functions and, at the time the power of attorney is used, the donor has a beneficial interest in the property. This delegation is not limited in duration and the notice requirements under section 25 of the Trustee Act 1925 do not apply.

A signed statement by the attorney made within 3 months of the date of the document will be conclusive evidence of the donor having had a beneficial interest at that time (section 2 of the Trustee Delegation Act 1999). The most convenient place for the attorney to make this statement is in the document.

(1) A clause along the following lines may be included in the document.

(Name of attorney) confirms that (name of donor of power) has a beneficial interest in the property at the date of this (transfer, charge and so on).

(2) The statement may be incorporated into one of the attestation clauses in Execution of deeds by attorneys, for example:

Signed as a deed by (full name of individual), who has a beneficial interest in the property at the date of this (transfer, charge etc), acting by [his][her] attorney (full name of attorney) in the presence of:

Sign here the name of the individual and your own name,

eg__________________John Smith Ltd by Jane Brown

Signature of witness:_________________

Name (IN BLOCK CAPITALS):_________________

Address:_________________

The name of the individual can be typed or handwritten in the space provided by the person preparing the instrument, or it can be handwritten by the attorney. The attorney must sign with their own signature. The size of the signature box can be increased as necessary to accommodate the signature.

(3) The words of signature may be expanded to:

John Brown by his attorney Jane Brown who confirms that the donor has a beneficial interest in the property at the date hereof.

The written statement can also be made separately as long as it is dated within 3 months of the date of the document.

If such a statement cannot be produced in any of these forms, we will consider other evidence that the donor had a beneficial interest at the relevant time. A statutory declaration or statement of truth (see practice guide 73: statements of truth) to that effect by a responsible person with full knowledge of the facts may be acceptable in some cases.

The document will need to be executed by the donor of the power in the absence of sufficient evidence of the donor’s beneficial entitlement.

10.1.2 Collective delegation

10.1.2.1 Section 9 of the Trusts of Land and Appointment of Trustees Act 1996

All the trustees of a trust of land may jointly delegate their functions to a beneficiary or beneficiaries of full age and beneficially entitled to an interest in possession. The delegation may be for any period or indefinite. A power of attorney under this section cannot be an enduring power of attorney or a lasting power of attorney: section 9(6) of the Trusts of Land and Appointment of Trustees Act 1996.

However, these beneficiary attorneys are not treated as trustees for the purposes of receiving capital money, which means that the trustees themselves need to join in any disposition under which capital money arises if beneficial interests are to be overreached (section 9(7) of the Trusts of Land and Appointment of Trustees Act 1996). This type of power is only going to be appropriate, therefore, when no capital money is passing, eg on the grant of a lease without payment of a premium.

Statutory protection is given to a third party who in good faith deals with an attorney to whom trustee powers were delegated as a beneficiary but who in fact was not a beneficiary to whom the trustee functions could be delegated. The attorney is presumed to have been a person to whom the trustee functions could be delegated unless the third party had knowledge that they were not such a person (section 9(2) of the Trusts of Land and Appointment of Trustees Act 1996). In consequence, where a beneficiary has executed a deed under a power of attorney, we may require a statutory declaration or statement of truth from this third party to confirm that they acted in good faith and had no knowledge at the time of completion of the transaction that the attorney was not a person to whom the functions of the trustees in relation to the land could be delegated. Alternatively, the third party’s conveyancer can provide a certificate to the effect that at the time of completion their client had no such knowledge (rule 63 of the Land Registration Rules 2003, and forms 2 and 3).

10.1.2.2 Section 11 of the Trustee Act 2000

This section allows for the trustees “to authorise any person to exercise any or all of their delegable functions as their agent”. The delegable functions are all the trustees’ powers and duties other than (a) the distribution of trust assets, (b) the power to allocate fees between capital or income, (c) the power to appoint trustees or (d) any power conferred by any other enactment or the trust instrument permitting delegation (section 11(2) of the Trustee Act 2000. The delegable functions are different in the case of a charitable trust: section 11(3). The people who may act as agents include one or more of the trustees themselves, but do not include a beneficiary (even if the beneficiary is also a trustee) (section 12 of the Trustee Act 2000).

Third parties who deal with these agents have the protection that a failure by the trustees to act within the limits of the powers conferred by the section will not invalidate the authorisation (section 24 of the Trustee Act 2000).

10.2 Enduring powers of attorney

The Enduring Powers of Attorney Act 1985 was repealed by the Mental Capacity Act 2005 (section 66(1)(b) of the Mental Capacity Act 2005) . Enduring powers created before 1 October 2007 will continue to have effect but become subject to the provisions of Schedule 4 to the Mental Capacity Act 2005. New enduring powers cannot be created after 30 September 2007. Those already created must be in one of the following prescribed forms according to the date of execution of the power and language used.

• The Enduring Powers of Attorney (Prescribed Form) Regulations 1986.

• The Enduring Powers of Attorney (Prescribed Form) Regulations 1987.

• The Enduring Powers of Attorney (Prescribed Form) Regulations 1990 (both in its original form and as amended by the Enduring Powers of Attorney (Prescribed Form)(Amendment) Regulations 2005).

• The Enduring Power of Attorney (Welsh Language Prescribed Form) Regulations 2000.

The general rule is that a power of attorney can be granted for an indefinite period (A power of attorney under section 25 of the Trustee Act 1925, is an exception to this general rule) but will automatically be revoked if the donor lacks capacity. However enduring powers of attorney will continue to be effective even after the donor lacks capacity, provided the required notices have been served on the appropriate relatives and the power has been registered with the Public Guardian as required by Mental Capacity Act 2005.

If the Public Guardian does not register the power the attorney(s) cannot use it to act on behalf of the donor if they lack capacity.

The Court of Protection may, on the application of an attorney, direct the Public Guardian to register the power of attorney(s) even though notice has not been given as required by Mental Capacity Act 2005 (Schedule 4, paragraph 13(3) to the Mental Capacity Act 2005).

An enduring power must have first been executed as a deed by the donor and then by the attorney. If 2 or more attorneys are appointed jointly, they must all execute the power. If they are appointed jointly and severally, only one need execute it. However only those joint and several attorneys who have executed the power can act once the donor lacks capacity (Regs 3 and 4, Enduring Powers of Attorney (Prescribed Forms) Regulations 1990).

If an enduring power of attorney has been registered at the Court of Protection or by the Public Guardian and any order or direction has been made by the court under Schedule 4, paragraph 16 to the Mental Capacity Act 2005 with respect to the power or to the donor or to the donee, the order or direction, or an official copy or certified copy of the order or direction, must be sent to us with the deed and copy power (rule 61(2) of the Land Registration Rules 2003 as amended).

10.3 Lasting powers of attorney

Lasting powers of attorney were introduced by the Mental Capacity Act 2005. They have replaced enduring powers as the primary way of choosing a decision-maker to act in the event of loss of capacity. In addition to property and affairs, donors will be able to appoint an attorney to make decisions about their personal welfare for a time when they lack capacity to make such decisions themselves.

Part 1, Schedule 1 to the Lasting Powers of Attorney, Enduring Powers of Attorney and Public Guardian Regulations 2007 prescribes the form which must be used for a property and affairs lasting power of attorney.

A lasting power of attorney must be executed in accordance with regulation 9 of the Lasting Powers of Attorney, Enduring Powers of Attorney and Public Guardian Regulations 2007. The donor must sign first in the presence of a witness; the person or persons giving the certificate(s) required by paragraph 2(1)(e) of Schedule 1 to the Mental Capacity Act 2005 must sign next; and the donee(s) must sign next in the presence of a witness. The donor must not witness any signature required for the power. Similarly, a donee may not witness any signature required for the power other than that of another donee. A person witnessing a signature must sign the instrument and give their full name and address. Signing includes a signature created by making a mark on the deed in the appropriate place.

A lasting power may only be used once it has been registered with the Office of the Public Guardian. A person about to apply for registration must first serve notice in the form set out in Schedule 2 to the Lasting Powers of Attorney, Enduring Powers of Attorney and Public Guardian Regulations 2007.

If a lasting power of attorney has been registered with the Office of the Public Guardian and any order or direction has been made by the court under sections 22 or 23 of the Mental Capacity Act 2005 with respect to the power or to the donor or donee, the order or direction, or an official or certified copy of it, must be sent to us with the copy power.

10.4 Powers of attorney more than a year old

A power of attorney may be revoked either expressly by the donor or impliedly by the death, bankruptcy, mental incapacity of the donor (except in the case of an enduring power or a lasting power) or, where the donor is a body corporate, by its winding up or dissolution. An important exception to this general rule is a power of attorney that is expressed to be irrevocable and is given to secure a proprietory interest of the donee or the performance of an obligation owed to the donee. Such a power will not be revoked by the donor without the consent of the donee, or by the death and so on of the donor, as long as the donee has the proprietory interest or the obligation remains undischarged: section 4(1) of the Powers of Attorney Act 1971.

Where a power has been revoked and a person, without knowledge of the revocation, deals with the donee of the power, the transaction between them will be valid (section 5(2) of the Powers of Attorney Act 1971). Statutory protection is also given in certain circumstances to a purchaser where their interest depends upon the validity of a transaction made between the attorney and another person. It is conclusively presumed that the latter did not at the material time know of the revocation of the power if the transaction took place within 12 months of the date on which the power came into operation or if the person dealing with the attorney, such as a purchaser from the attorney, swears a statutory declaration within 3 months of completion of the purchase that they did not at the material time know that the power had been revoked (section 5(4) of the Powers of Attorney Act 1971. Section 9(5) of the Enduring Powers of Attorney Act 1985, provides that knowledge of a donor’s revocation of an enduring power of attorney registered under that Act means knowledge of a revocation that has been confirmed by the court). Similar protection is afforded by the Mental Capacity Act 2005 in relation to enduring powers of attorney, where the power was invalid but has been registered under that Act or the Enduring Powers of Attorney Act 1985 (Schedule 4, paragraph 18(4) to the Mental Capacity Act 2005).

The legal position being as set out above, we may require a statutory declaration or statement of truth as to non-revocation by the person who dealt with the attorney where the transaction between the attorney and this person is not completed within 12 months of the power of attorney coming into operation. Alternatively, the person’s conveyancer can provide a certificate (rule 62 and Form 2 of the Land Registration Rules 2003 – see Form 2: statutory declaration/certificate/statement of truth).

As Trustee Act powers of attorney can only operate for 12 months, evidence of non-revocation is unnecessary for these powers.

10.5 Execution of deeds by attorneys

10.5.1 Attorneys who are individuals

An attorney who is an individual may execute the deed (whether the donor is an individual or a corporation) either by signing in their own name (“on behalf of [donor’s name]”) or in the name of the donor (“[acting] by [their] attorney [attorney’s name]”) (section 7 of the Powers of Attorney Act 1971; section 74(3) of the Law of Property Act 1925). There is no prescribed attestation clause, but either of the following will be acceptable to us.

Signed as a deed by (full name of attorney) as attorney for (full name of individual or corporation) in the presence of:

Sign here your own name and the name of the individual/corporation,

eg__________________Jane Brown as attorney for John Smith/John Smith Ltd

Signature of witness:_________________

Name (IN BLOCK CAPITALS):_________________

Address:______________

[Signed as a deed by (full name of individual) / Executed as a deed by (full name of corporation)] acting by his/her/their/its attorney (full name of attorney) in the presence of:

Sign here your own name and the name of the individual/corporation,

eg__________________John Smith/John Smith Ltd by his/its attorney Jane Brown

Signature of witness:_________________

Name (IN BLOCK CAPITALS):_________________

Address:_________________

In the two examples, the name of the donor can be typed or handwritten in the space provided by the person preparing the instrument, or it can be handwritten by their attorney. The attorney must sign with their own signature. The size of the signature box can be increased as necessary to accommodate the signature.

10.5.2 Corporate attorneys

A corporate attorney may execute a deed in one of three ways.

It may execute using its own seal.

Executed as a deed by affixing the common seal of (name of corporate attorney) as attorney for (full name of individual or corporation) in the presence of:

Common seal of company:_____________

Signature of Director:_________________

Signature of [Director][Secretary]:____________

From 15 September 2005 the protection for a purchaser provided by section 74(1) of the Law of Property Act 1925 or amended by the Regulatory Reform (Execution of Deeds and Documents) Order 2005 applies where the seal is affixed in the presence of and is attested by a director and the secretary or 2 directors.

If the corporate attorney has no seal or chooses not to use its seal, it can execute as follows (section 44(2)(a) of the Companies Act 2006).

Executed as a deed by (name of corporate attorney) acting by [a director and its secretary][two directors] as attorney for (name of individual or corporation)

Signature_________________Director

Signature____________[Director][Secretary]

In addition to the above if the corporate attorney is executing a deed without using a common seal on or after 6 April 2008 in accordance with section 44(2)(b) of the Companies Act 2006 the following form of execution may be used.

Executed as a deed by (name of corporate attorney) acting by a director as attorney for (full name of individual or corporation) in the presence of:

Signature_________________Director

Signature of witness:____________

Name (IN BLOCK CAPITALS): ____________

Address:____________

The board of directors, council or other governing body of a corporate attorney may appoint an officer to execute the deed in the name of the donor (section 74(4) of the Law of Property Act 1925). A suitable execution clause would be:

Signed as a deed in the name and on behalf of (full name of individual or corporation) by (full name of officer), an officer appointed for the purpose by the board of directors of (name of corporate attorney), [his][her][its] attorney, in the presence of:

Sign here the name of the donor individual or corporation, the name of the corporate attorney and your own name, eg_________________John Smith/John Smith Ltd by his/its attorney Jane Brown Limited acting by James Green

Signature of witness:____________

Name (IN BLOCK CAPITALS):____________

Address:____________

The name of the donor individual or corporation and the name of the corporate attorney can be typed or handwritten in the space provided by the person preparing the instrument, or they can be handwritten by the authorised officer. The authorised officer must sign with their own signature. The size of the signature box can be increased as necessary to accommodate the signature.

10.5.3 Execution where an attorney has delegated their authority to another attorney

The attorney of a donor (attorney 1) sometimes delegates their authority to another attorney (attorney 2) where this is permitted by the original power of attorney. An example of an acceptable form of execution where an attorney has delegated their authority is:

[Signed as a deed by a duly authorised attorney (full name of individual attorney 2) / Executed as a deed by a duly authorised attorney (full name of corporate attorney 2)] pursuant to a power of attorney dated [ ] in [his/her/their] capacity as attorney for (full name of attorney 1) who in turn is acting in [his/her/their] capacity as attorney for (full name of individual or corporation) pursuant to a power of attorney dated [ ] which power of attorney authorises or permits the delegation of the execution of this deed by (full name of attorney 1) to the duly authorised attorney (full name of attorney 2).

_________(full name of attorney 2) as attorney for full (name of attorney 1) who is the attorney for (full name of individual or corporation)

Signature of witness: ______

Name (IN BLOCK CAPITALS): ______

Address: ______

Note: The above suggestion would cover the situation where an attorney executes the deed (whether the donor is an individual or a corporation) by signing/executing in their own name on behalf of the donor, but the attorney may also sign/execute in the name of the donor, meaning the donor acting by their attorney, and so the suggested form of acceptable execution above would need to be worded accordingly – section 7 of the Powers of Attorney Act 1971 refers.

10.6 Execution by deputy appointed under the Mental Capacity Act 2005

A deputy appointed by the Court of Protection to act on behalf of an individual may execute the deed. There is no prescribed attestation clause, but the following will be acceptable to us.

Signed as a deed by (full name of the person who lacks capacity) acting by (full name of deputy) pursuant to (an Order/Direction) of the Court of Protection dated (…) in the presence of:

Deputy to sign here the name of the individual and their own name, eg Jane Brown by her deputy John Smith_________________

Signature of witness:____________

Name (IN BLOCK CAPITALS): ____________

Address:____________

The name of the person lacking capacity can be typed or handwritten in the space provided by the person preparing the instrument, or it can be handwritten by the Deputy. The Deputy must sign with their own signature. The size of the signature box can be increased as necessary to accommodate the signature.

10.7 Execution by a guardian appointed under the Guardianship (Missing Persons) Act 2017

A guardian appointed by the High Court to act on behalf of a missing person may execute deeds. There is no prescribed attestation clause, but the following will be acceptable where they are executing as guardian and the missing person is a private individual.

Signed as a deed by (full name of the person who is missing) acting by (full name of guardian) pursuant to an Order of the Court dated (…..…) in the presence of:

(Guardian to sign here the name of the individual and their own name, eg Jane Brown by her guardian John Smith)

Signature: ________

Signature of witness:________

Name (IN BLOCK CAPITALS): ________

Address:________

The name of the missing person can be typed or handwritten by the person preparing the instrument in the space provided, or it can be handwritten by the guardian. The guardian must sign with their own signature. The size of the signature box can be increased as necessary to accommodate the signature.

10.8 Transfers executed by a judge or an officer of the court pursuant to a court order

If a court order has been made that directs a transfer or other deed to be made but the registered proprietor (as a party to the proceedings) will not execute the deed, the judge or another officer of the court may execute the deed on their behalf. You should lodge a copy of the court order as evidence of correct execution and the execution clause should clearly refer to the court order (name of court, the case reference number and the date of the court order).

We expect formal words of execution to be used such as “signed as a deed by [name of judge or officer of the court]”.

If a judge has signed the deed, we do not expect their signature to be witnessed. Although a TR1, for example, is a prescribed form and provides for a witness to the executing party’s signature, a transfer or conveyance executed by a judge pursuant to an order made under the power in section 39 of the Senior Courts Act 1981 is arguably a transfer executed in accordance with the directions of the court.

However, if the deed is executed by someone other than a judge such as an officer of the court, their signature must be witnessed in the usual way.

11. Counterparts

In most cases, the parties will execute the same deed, which is preferable in order to facilitate processing of the application. All the persons who are making the disposition must execute it, so this will be the transferors in the case of a transfer. If the disposition is a transfer and it contains transferee covenants or declarations or an application by the transferees (such as for a restriction), the transferees should also execute it.

Deeds can, however, be executed in more parts than one. There is then the principal deed and a counterpart or counterparts. Each counterpart must be in identical terms to the principal deed.

This means, in the case of a TR1 where A and B transfer to C and D and the latter must also execute, the following would be acceptable.

1) A and B and C and D all sign the same TR1 in panel 12.

2) A and B both sign the same TR1; C and D either sign a counterpart TR1 or individually sign separate counterpart TR1s.

3) A and B each sign separate TR1s; C and D either sign a counterpart TR1 or individually sign separate counterpart TR1s.

Where there is a principal deed and counterpart but the only disposition being made is by the signatory of the principal deed, then the counterpart need not be lodged with the application for registration. For example, in 2) and 3) above, if the only disposition is the transfer of the registered estate, the counterpart or counterparts signed by C and D do not need to be lodged.

However, in 3), both the TR1 signed by A and the TR1 signed by B will need to be lodged.

Counterparts are commonly used where a landlord grants a lease: the tenant executes the counterpart lease. Only the lease itself need be lodged with an application to register the grant of the lease.

12. Special arrangements

It is not HM Land Registry’s general practice to confirm that a particular form of execution will be accepted when used for deeds to be lodged for registration. Customers preparing deeds which will be lodged for registration need to satisfy themselves that the form of execution to be used complies with all legal requirements including, where appropriate, the requirements in rule 206(3) and Schedule 9 to the Land Registration Rules 2003.

However, any organisation that regularly executes deeds either using a form of execution particular to that organisation or a long-standing power of attorney may wish to consider seeking a special arrangement with us where that form of execution is to be used for discharges in form DS1 of registered charges. Such an arrangement involves our approving the form of execution or the power of attorney for registration purposes. This should prevent us from continually having to raise requisitions about the validity of the execution or having to see a certified copy of the power of attorney. Please note, however, that we cannot guarantee being able to provide a special arrangement in every case. Arrangements for other types of deeds are not possible.

If you consider that a client may benefit from such arrangement, you should seek further advice from the Commercial Arrangements Section at HM Land Registry Head Office.

This guide does not in any way affect special arrangements already in force.

13. Appendix 1

13.1 Form 2: statutory declaration/certificate/statement of truth as to non-revocation for powers more than 12 months old at the date of the disposition for which they are used (rule 62)

Date of power of attorney

Donor of power of attorney

I [name] of [address]

do [solemnly and sincerely declare] or [certify] or [state] that at the time of completion of the

to me/my client I/my client had no knowledge –

• of a revocation of the power, or

• of the death or bankruptcy of the donor or, if the donor is a corporate body, its winding up or dissolution, or

• of any incapacity of the donor where the power is not a valid lasting or enduring power of attorney, or

Where the power is in the form prescribed for a lasting power of attorney –

• that a lasting power of attorney was not created, or

• of circumstances which, if the lasting power of attorney had been created, would have terminated the attorney’s authority to act as an attorney, or

Where the power is in the form prescribed for an enduring power of attorney –

• that the power was not in fact a valid enduring power, or

• of an order or direction of the Court of Protection which revoked the power, or

• of the bankruptcy of the attorney, or

Where the power was given under section 9 of the Trusts of Land and Appointment of Trustees Act 1996 –

• of an appointment of another trustee of the land in question, or

• of any other event which would have the effect of revoking the power, or

• of any lack of good faith on the part of the person(s) who dealt with the attorney, or

• that the attorney was not a person to whom the functions of the trustees could be delegated under section 9 of the Trusts of Land and Appointment of Trustees Act 1996, or

Where the power is expressed to be given by way of security–

• that the power was not in fact given by way of security, or
• of any revocation of the power with the consent of the attorney, or
• of any other event which would have had the effect of revoking the power.

Where a certificate is given:

Signature of conveyancer
Date

Print name

Firm name or employer (if any)

Capacity (e.g. acting for…) or

Where a Statutory Declaration is made:

And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act 1835.

Signature of Declarant(s)
Date

DECLARED at before me, a person entitled to administer oaths.

Name

Address

Qualification

Signature

Where a statement of truth is made:

I believe that the facts and matters contained in this statement are true.

Signature of

Date

Print name

Firm name or employer (if any) of any conveyancer signing

Capacity (e.g. acting for…)

WARNING

1. If you dishonestly make a statement which you know is, or might be, untrue or misleading, and intend by doing so to make a gain for yourself or another person, or to cause loss or the risk of loss to another person, you may commit the offence of fraud under section 1 of the Fraud Act 2006, the maximum penalty for which is 10 years’ imprisonment or an unlimited fine, or both.

2. Failure to complete the form with proper care may result in a loss of protection under the Land Registration Act 2002 if, as a result, a mistake is made in the register.

3. Under section 66 of the Land Registration Act 2002 most documents (including this form) kept by the registrar relating to an application to the registrar or referred to in the register are open to public inspection and copying. If you believe a document contains prejudicial information, you may apply for that part of the document to be made exempt using form EX1, under rule 136 of the Land Registration Rules 2003.

13.2 Form 3: Statutory declaration/certificate/statement of truth in support of power delegating trustees’ functions to a beneficiary (rule 63)

Date of power of attorney

Donor of power of attorney

I [name] of [address]

do [solemnly and sincerely declare] or [certify] or [state] that at the time of completion of the

to me/my client I/my client had no knowledge:

• of any lack of good faith on the part of the person(s) who dealt with the attorney, or
• that the attorney was not a person to whom the functions of the trustees could be delegated under section 9 of the Trusts of Land and Appointment of Trustees Act 1996.

Where a certificate is given:

Signature of conveyancer Date

Print name

Firm name or employer (if any)

Capacity (e.g. acting for…); or

Where a Statutory Declaration is made:

And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act 1835.

Signature of Declarant Date

DECLARED at before me, a person entitled to administer oaths.

Name

Address

Qualification

Signature or

Where a statement of truth is made:

I believe that the facts and matters contained in this statement are true.

Signature of Date

Print name

Firm name or employer (if any) of any conveyancer signing

Capacity of any conveyancer signing (e.g. acting for…)

WARNING

1. If you dishonestly make a statement which you know is, or might be, untrue or misleading, and intend by doing so to make a gain for yourself or another person, or to cause loss or the risk of loss to another person, you may commit the offence of fraud under section 1 of the Fraud Act 2006, the maximum penalty for which is 10 years’ imprisonment or an unlimited fine, or both.

2. Failure to complete the form with proper care may result in a loss of protection under the Land Registration Act 2002 if, as a result, a mistake is made in the register.

3. Under section 66 of the Land Registration Act 2002 most documents (including this form) kept by the registrar relating to an application to the registrar or referred to in the register are open to public inspection and copying. If you believe a document contains prejudicial information, you may apply for that part of the document to be made exempt using form EX1, under rule 136 of the Land Registration Rules 2003.

13.3 Form 7 - Certificate of powers of overseas companies (rule 183)

I of [insert workplace address, including country] certify that –

• I give this certificate in respect of [the corporation],
• I practise law in [insert territory] (the territory) and am entitled to do so as a qualified lawyer under the law of the territory,
• I have the requisite knowledge of the law of the territory and of the corporation to give this certificate,
• the corporation is incorporated in the territory with its own legal personality, and
• the corporation has no limitations on its power to hold, mortgage, lease and otherwise deal with, or to lend on a mortgage or charge of, land in England and Wales.

Signature Date

14. Appendix 2: Examples where there is only one witness to multiple signatures

“Signed as a deed by A and B in the presence of”	Not acceptable (not clear that A and B have both signed in the presence of the sole witness
“Signed as a deed by A and B both in the presence of”	Acceptable
“Signed as a deed by A and B. Both signatures applied in the presence of”	Acceptable
“Signed as a deed on behalf of Z Ltd by A and B, both in the presence of”	Acceptable
“Signed as a deed on behalf of Z Ltd by A and B in exercise of the powers conferred by a power of attorney dated…[date]. [Signature of witness, with witness’ name and address details]”	Not acceptable (not clear that the attorneys have both signed in the presence of a sole witness).
“Signed as a deed on behalf of Z Ltd by A and B in exercise of the powers conferred by a power of attorney dated…[date]. Both signatures applied in the presence of [witness’ signature, with witness’ name and address details]”	Acceptable

15. Things to remember

We only provide factual information and impartial advice about our procedures. Read more about the advice we give.