Singapore legislation
Clause 35
Clause 35
Form of contracts
(1)
Any contract or other transaction purporting to be entered into by a company prior to its formation or by any person on behalf of a company prior to its formation may be ratified by the company after its formation and thereupon the company shall become bound by and entitled to the benefit thereof as if it had been in existence at the date of the contract or other transaction and had been a party thereto.[U.K.ss. 32-36.]
(2)
Prior to ratification by the company the person or persons who purported to act in the name or on behalf of the company shall in the absence of express agreement to the contrary be personally bound by the contract or other transaction and entitled to the benefit thereof.
(3)
Where any contract is entered into by or on behalf of a company which involves the sale of all or substantially all of the undertaking or assets of the company and the contract is not expressed to be made subject to a condition that it is subject to ratification by a resolution of the company passed at a general meeting of the company the company and every officer who is in default shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two thousand dollars.
(4)
Contracts on behalf of a company may be made as follows: —
a contract which if made between private persons would be by law required to be in writing under seal may be made on behalf of the company in writing under the common seal of the company;
a contract which if made between private persons would be by law required to be in writing signed by the parties to be charged therewith may be made on behalf of the company in writing signed by any person acting under its authority express or implied;
a contract which if made between private persons would by law be valid although made by parol only (and not reduced into writing) may be made by parol on behalf of the company by any person acting under its authority express or implied,and any contract so made shall be effectual in law and shall bind the company and its successors and all other parties thereto and may be varied or discharged in the manner in which it is authorized to be made.[U.K. ss. 32-36.][Aust. s. 35 (1).]
(5)
A document or proceeding requiring authentication by a company may be signed by an authorized officer of the company and need not be under its common seal. [Aust. s. 35 (2).]
(6)
A company may by writing under its common seal empower any person either generally or in respect of any specified matters as its agent or attorney to execute deeds on its behalf and a deed signed by such an agent or attorney on behalf of the company and under his seal, or, subject to subsection (8) of this section, under the appropriate official seal of the company shall bind the company and have the same effect as if it were under its common seal. [Aust. s. 35 (3).]
(7)
The authority of any such agent or attorney shall as between the company and any person dealing with him continue during the period (if any) mentioned in the instrument conferring the authority, or if no period is there mentioned then until notice of the revocation or determination of his authority has been given to the person dealing with him. [Aust. s. 35 (4).]
(8)
A company whose objects require or comprise the transaction of business outside Singapore may, if authorized by its articles, have for use in any place outside Singapore an official seal, which shall be a facsimile of the common seal of the company with the addition on its face of the name of the place where it is to be used and the person affixing any such official seal shall in writing under his hand certify on the instrument to which it is affixed the date on which and the place at which it is affixed. [Aust. s. 35 (5).]