41. Ratification by company of contracts made before incorporation

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 becomes 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.

Prior to ratification by the company the person or persons who purported to act in the name or on behalf of the company are, in the absence of express agreement to the contrary, personally bound by the contract or other transaction and entitled to the benefit thereof.

Contracts on behalf of a corporation may be made as follows:

A document or proceeding requiring authentication by a corporation may be signed by an authorised officer of the corporation and need not be under its common seal.

A corporation 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 corporation and under his or her seal, or, subject to subsection (7), under the appropriate official seal of the corporation binds the corporation and has the same effect as if it were under its common seal.

The authority of any such agent or attorney continues, as between the corporation and any person dealing with him or her, during the period (if any) mentioned in the instrument conferring the authority, or if no period is therein mentioned then until notice of the revocation or determination of his or her authority has been given to the person dealing with him or her.

A corporation whose objects require or comprise the transaction of business outside Singapore may, if authorised by its constitution, have for use in any place outside Singapore an official seal, which must be a facsimile of the common seal of the corporation 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 must, in writing under his or her hand, certify on the instrument to which it is affixed the date on which and the place at which it is affixed.

The fact that a power of attorney or document of authorisation given to or in favour of the donee of the power or agent of a corporation is not under seal does not, if such power of attorney or document of authorisation is valid as a power of attorney or document of authorisation in accordance with the laws of the country under which such corporation is incorporated, affect for any purpose intended to be effected in Singapore the validity or effect of any instrument under seal executed on behalf of that corporation by such donee of the power or agent, which is for all such purposes whatsoever as valid as if such authority had been under seal.

Subsection (8) also applies to every instrument under seal executed before 15 May 1987 on behalf of any corporation by a donee of a power or an agent of that corporation whose authority was not under seal.