144
Billa of
exchange and
promissory notes.
19 & 20 Geo. 5, c. 23,
8. 30.
Execution
of deeds abroad.
5, c. 23, 3. 31.
L
10
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to be under seal, may be made on behalf of the company in writing under the common seal of the company:
(b) 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 com- pany in writing signed by any person acting under its authority, express or implied: (c) 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 com- pany by any person acting under its authority, express or implied.
(2) A contract made according to this section shall be effectual in law, and shall bind the company and
its successors and all other parties thereto.
(3) A contract made according to this section may be varied or discharged in the same manner in which
it is authorised by this section to be made.
32. A bill of exchange or promissory note shall be deemed to have been made, accepted, or endorsed on behalf of a company if made, accepted, or endorsed in the name of, or by or on behalf or on account of, the company by any person acting under its authority.
33. (1) A company may, by writing under its common seal, empower any person, either generally or in respect of any specified matters, as its attorney, to
19 & 20 Geo. execute deeds on its behalf in any place not situate in the Colony (or, in the case of a China company, not situate within the limits of the China Orders in Council).
Power for
company to have official seal for use abroad.
(2) A deed signed by such an attorney on behalf of the company and under his seal shall bind the com- pany and have the same effect as if it were under its common seal.
34.--(1) A company whose objects require or com- prise the transaction of business outside the Colony (or, in the case of a China company, outside the limits cf the China Orders in Council), may, if authorised by 19 & 20 Geo. its articles, have for use in any territory, district, or place not situate in the Colony (or, in the case of a China company, not situate within the limits afore- said), 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 every territory, district, or place where it is to be used.
5, c. 23,
s. 32.
(2) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company.
(3) A company having an official seal for use in any such territory, district or place may, by writing under its common seal, authorise any person appointed for the purpose in that territory, district or place, to affix the official seal to any deed or other document to which the company is party in that territory, district place.
or
(4) The authority of any such agent shall, as he- tween the company and any person dealing with the agent, 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 the agent's authority has been given to the person dealing with him.
(5) The person affixing any such official seal shall, by writing under his hand, certify on the deed or other instrument, to which the seal is affixed, the date on which and the place at which it is affixed.
11
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Authentication of Documents.
35. A document or proceeding requiring authenti- Authentica- cation by a company may be signed by a director, tion of secretary, or other authorised officer of the company, documents.
and need not be under its common seal,
PART II.
SHARE CAPITAL AND DEBENTURES.
Prospectus,
19 & 20 Geo. 5, c. 23,
1. 33.
36. (1) A prospectus issued by or on behalf of a Dating and company or in relation to an intended company shall registration be dated, and that date shall, unless the contrary is of prog- proved, be taken as the date of publication of the prospectus.
(2) A copy of every such prospectus, signed by every person who is named therein as a director or proposed director of the company. or by his agent authorised in writing, shall be delivered to the registrar
of companies for registration on or before the date of its publication, and no such prospectus shall be issued until a copy thereof has been so delivered for regis- tration,
(3) The registrar shall not register any prospectus unless it is dated, and the copy thereof signed, in manner required by this section.
(4) Every prospectus shall state on the face of it that a copy has been delivered for registration as required by this section,
(5) If a prospectus is issued without a copy thereof being so delivered, the company, and every person who
is knowingly a party to the issue of the prospectus, shall be liable to a fine not exceeding fifty dollars for every day from the date of the issue of the prospectus until a copy thereof is so delivered.
pectus. 19 & 20 Geo. 5, c. 23, 5, 34.
37-(1) Every prospectus issued by or on behalf Specific re-
culars in
of a company, or by or on behalf of any person who is quirements or has been engaged or interested in the formation of as to parti. the company, must be in the English language prospectus. and must state the matters specified in Part 19 & 20 Geo. I of the Fourth Schedule to this Ordinance and set 5, c. 23, out the reports specified in Part II of that Schedule, s. 35. and the said Part I and II shall have effect subject to the provisions contained in Part III of the said Schedule.
(2) A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document, or matter not specifically referred to in the prospectus, shall be void.
(3) It shall not be lawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section:
Provided that this subsection shall not apply if it is shown that the form of application was issued either-
(a) in connection with a bona fide invitation to a person to enter into an underwriting agree-
ment with respect to the shares or debentures;
Or
(b) in relation to shares or debentures which were
not offered to the public.
If any person acts in contravention of the provisions of this subsection, he shall be liable to a fine not exceeding five thousand dollars.
(4) In the event of non-compliance with or con- travention of any of the requirements of this section,
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