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Completion Notes

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Completion Revision

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(1) Simple contract - orally or if in writing, signed by director or other person with authority on company's behalf (2) Deed i. ii. iii.

signed by 2 authorised signatories; or signed by 1 director in presence of witness; or company's seal in accordance with articles

Deeds required for transfers of land, any charge, power of attorney, releases and variations, appointment of trustees. Often used as evidence of good consideration

Certified board resolution (by chairman) approving the transaction and authorising an individual director (or directors) to execute the documents on behalf of the company (or power of attorney).

3rd party can execute documents by power of attorney (if articles permit) which must itself be by deed

Virtual Signing Preparing signature pages, which are signed in advance and then transferred to the engrossed final form of the document once it is ready for completion.

Will signature of an incomplete deed be sufficient for final version?

1. Counterparts signed by each party (i) final execution copies e-mailed to all parties and/or lawyers (ii) each party prints and signs Signature page only (iii)each party then returns a single email, attached to: (a) final version of document (b) .pdf copy of signed signature page (iv) after signing/closing, final version of the document with copies of the executed signature pages is circulated by lawyers.

Signatures on an incomplete draft deed (or contract) cannot be transferred to effectively execute a complete and amended final version.

Document to be signed represents a "discrete physical entity at the moment of signing" and the requirement that a party sign an actual existing authoritative version of the contract document gives

2. Print off and sign signature page from final document (i) final execution copies e-mailed to all parties and/or lawyers (ii) each party prints and signs Signature page only (iii)each party then returns a single email of: (a) .pdf copy of signed signature page; (b) authority to attach it to the final approved version of

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