193437-1932-Supplementary-Draft-Bill--Companies — Page 10

(c) A

1021

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 Bills of deemed to have been made, accepted, or endorsed on exchange and behalf of a company if made, accepted, or endorsed in promissory the name of, or by or on behalf or on account of, the 19 & 20 Geo. company by any person acting under its authority.

5, c. 23, 8. 30.

notes.

of deeds abroad.

33.-(1) A company may, by writing under its Execution common seal, empower any person, either generally or in respect of any specified matters, as its attomey, to 19 & 20 Geo. execute deeds on its behalf in any place not situate in 5, c. 23, the Colony (or, in the case of a China company, not s. 31. situate within the limits of the China Orders in Council).

(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- Power for prise the transaction of business outside the Colony company to (or, in the case of a China company, outside the limits have official cf the China Orders in Council), may, if authorised by abroad.

seal for use its articles, have for use in any territory, district, or 19 & 20 Geo. place not situate in the Colony (or, in the case of a 5, c. 23, China company, not situate within the limits afore. s. 32. 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.

(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 be- 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.

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, 19 & 20 Geo.

documents. and need not be under its common seal.

5, c. 23,

s. 33.

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