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How can I confirm the status of a company based in the Channel Islands?
I’m representing a buyer in a property transaction where the seller is a foreign company based in the Channel Islands. I need to confirm the status of the seller company. Their lawyers are refusing to provide a foreign opinion letter. What alternatives do I have?
If the company is recognised as a corporation under its foreign law, it will be treated as such by English law.
However, if the status of the company is not clear from its documents, you’ll need to obtain further evidence to clarify this, such as a foreign opinion letter.
This is a letter of opinion from a lawyer qualified in the relevant jurisdiction confirming that the foreign company can enter into the proposed transaction.
These are used in cross-border transactions to provide reassurance of the validity of the company in question and its ability to enter into the transaction.
If you’re unable to obtain a foreign opinion letter, you should request an unequivocal certificate by the company's solicitors that:
- it’s a corporation validly incorporated under the law of its country of origin
- it’s a separate legal entity, and
- its ownership of property is separate from the ownership of its members and offices
The certificate should also include confirmation of the corporation’s power to enter the particular transaction and the authenticity of a named person to sign the contract/purchase deed on behalf of the corporation.
For more information, see our Conveyancing Handbook (26th edition).
While every effort has been made to ensure the accuracy of the information in this article, it does not constitute legal advice and cannot be relied upon as such. The Law Society does not accept any responsibility for liabilities arising as a result of reliance upon the information given.
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