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Execution, in the context of contracts, is the means by which a party enters into a contract or deed by sealing or signing it, and by doing so gives it effect in law. It can be done in some cases by electronic means.
A contract agreed between the parties is not formally a contract until it is executed as such, typically by a signature, by a company's common seal, with a wafer, or electronically. This is to demonstrate a clear intention to enter the contract and to be bound to it, and so typically this is signed in the presence of another party. Execution can also describe the format, so that execution of a deed is distinct from execution of a contract generally.
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Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack For more general information on share incentive plans (SIPs), see Practice Note: What is a share incentive plan? Step Details of step Lexis®PSL resources required to implement step Timing of step 1 Determine whether the company qualifies to operate a SIP. The SIP regime is prescriptive and sets out numerous requirements that must be met at the time the awards are granted, including in relation to the company granting the awards. It is essential to establish whether the company whose shares are being granted under award qualifies to operate a SIP first. The proposed award holder(s) must also meet certain requirements in order to be granted SIP awards. For further detailed information on the SIP eligibility requirements relating to the company, see Practice Note: SIPs—qualifying companies and type of shares. For further detailed information on the SIP eligibility requirements relating to the employee, see Practice Note: SIPs—who can be granted an award? For a checklist...
UK MiFID II regime—timeline This timeline shows key developments relating to the UK provisions which implemented the recast Markets in Financial Instruments Directive 2014/65/EU (MiFID II) and Assimilated Regulation (EU) 600/2014 (UK MiFIR) (together, the UK's MiFID II framework). For earlier developments, see: Markets in Financial Instruments Directive (MiFID II) and Markets in Financial Instruments Regulation (MiFIR)—timeline (2007–2023) [Archived]. For key developments relating to the EU’s MiFID II framework, see: EU Markets in Financial Instruments Directive (MiFID II) and Markets in Financial Instruments Regulation (MiFIR)—timeline. 2025 Date Source Document Description 23 April 2025 PRA CP9/25 – Markets in Financial Instruments Directive Organisational Regulation The Prudential Regulation Authority (PRA) has published consultation paper CP9/25, which sets out proposals to amend the PRA Rulebook to reflect the planned revocation of the Markets in Financial Instruments Directive Organisational Regulation (MiFID Org Reg) under the Financial Services and Markets Act 2023 (FSMA 2023). The PRA proposes to restate the MiFID Org Reg within the PRA Rulebook without material changes. This approach is intended...
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This Practice Note provides practical guidance on how to execute documents properly when one or more parties to a contract are not physically present. This is sometimes known as virtual signing or virtual closing.The Law Society has also brought together a variety of established guidance on execution of documents by virtual means, execution of documents using electronic signatures, its ‘Tips on how to operate in practice’ in relation to virtual execution and the use of e-signatures, and Q&A on how to use electronic signatures and complete virtual executions: Our position on the use of virtual execution and e-signature during the coronavirus (COVID-19) pandemic.We have produced a toolkit that is a comprehensive, interactive resource to help users identify and work through the concepts and common issues when executing documents, including when executing documents by virtual means. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution toolkit.Mercury Tax CaseThis guidance is consistent with the Law Society's guidance, made on 16 February 2010...
This Practice Note describes the law of electronic signatures (also known as digital signatures, e-signatures, E-Signatures, eSignatures, paperless signing or electronic document signing). It provides definitions of different types of electronic signature including simple, advanced and qualified electronic signatures and details the technology processes used in the creation of digital signatures (including public key infrastructure (PKI) technology). It considers relevant UK legislation such as the Electronic Communications Act 2000, and the UK eIDAS Regulation, and best practice in executing documents using electronic signatures.An electronic signature is the electronic equivalent of a handwritten signature and links a person to the contents of an electronic document.This Practice Note focuses on the general position under the law of England and Wales regarding commercial contracts in a business to business context. Readers should note that specific issues may arise in particular transactions, for example as a result of laws applicable to consumers.For practical guidance on how to execute documents when one or more of the parties to a contract are not physically present, see...
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Facility letter (term loan): single company borrower—bilateral—unsecured [TO BE PRINTED ON THE HEADED PAPER OF THE LENDER] [insert name and address of borrower] [insert date] Dear [insert full name of borrower] We offer to place at your disposal a Sterling loan facility in the aggregate principal amount of £[insert amount in figures] ([insert amount in words] Sterling) [for the purpose of [insert details]] on the following terms and conditions: 1 Definitions 1.1 In this letter, unless otherwise provided: Base Rate • means the base rate of [the Lender OR [insert name of Bank]] for the time being and from time to time; Borrower • means [insert name of company], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address]; Business Day • means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in London; Commitment Expiry Date • means the earlier of the date falling [insert number]...
Disclosure letter—private M&A—asset purchase [TO BE PRINTED ON THE Headed notepaper of the seller] For the attention of [insert buyer contact name] [insert buyer name] [insert buyer address] [insert day and month] 20[insert year] Dear [insert buyer contact name], Sale of the business of [insert description of the target business] operated by [insert seller(s) name] (the Business) We refer to the sale and purchase of the Business pursuant to an agreement (the Agreement) to be entered into today, between [insert seller(s) name] (the Seller[s] and [insert buyer name] (the Buyer). Words and expressions which are defined in the Agreement shall have the same meanings in this letter, unless the context requires otherwise. This letter, together with all the information in schedule 1 (Schedule 1), and the information in the documents deemed annexed to it or actually annexed to it as listed in schedule 2 (Schedule 2) (two copies of which have been initialled for the purposes of identification on behalf of the Parties (the Disclosure...
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Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia? When a company registered in England and Wales is dissolved, all property and rights vested in or held on trust for it (including leasehold property) will be deemed bona vacantia (meaning ‘ownerless property’) at the date of dissolution and will vest in and belong to the Crown (or the Duchy of Lancaster or Duchy of Cornwall, as may be appropriate). The treatment of companies incorporated outside the UK (overseas companies) is dealt with in Part 34 of the Companies Act 2006 (CA 2006), which gives the Secretary of State power to make regulations to impose on overseas companies various registration, reporting and disclosure requirements. The two principal regulations dealing with overseas companies are: • the Overseas Companies Regulations 2009, SI 2009/1801 • the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009, SI 2009/1917, as amended by the Overseas Companies (Execution of Documents and Registration of...
Can an overseas company sign an English law contract on behalf of its UK branch? The Companies Act 2006 defines an ‘overseas company’ as any company incorporated outside the UK. An overseas company has to be registered at Companies House if it opens an ‘establishment’ in the UK. An establishment is: • a branch within the meaning of the Eleventh Company Law Directive, Directive 89/666/EEC, or • a place of business that is not such a branch For further information on the definition of ‘branch’, see Q&A:What is meant by an overseas company having an establishment or a branch within the UK? and Practice Note: Overseas companies with an establishment in the UK. The assumption is that a branch is not a separate legal entity from the overseas company, and instead forms part of the same corporate entity. Therefore, the overseas company will be party to the agreement. Local law advice will be required to ascertain whether the overseas company may execute a contract on behalf...
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Arbitration analysis: European Commission state aid rules extend to declarations of incompatibility impacting on the enforcement of international arbitration awards relating to intra-EU investments. Written by Josep Galvez, barrister at 4-5 Gray´s Inn Square chambers and former Spanish judge.
This Q&A considers whether, if where a donor of a lasting power of attorney appoints an attorney who lives overseas, under what circumstances can the attorney be reimbursed from the donor's bank accounts to fund their travel when returning to the UK.
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