Section 81Part 4 — Management and Administration of Companies and Associations
Contracts and other instruments
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Contracts, deeds, instruments under seal or other instruments on behalf of any company may be made as follows —
a contract or other instrument which, if made between individuals, would by law be required to be in writing, and to be made by deed or under seal, and a deed or instrument under seal may be made by instrument —
sealed with any seal of the company; or
which is executed on behalf of the company by any person acting under the express or implied authority of the company and which is either expressed to be executed as, or otherwise makes clear on its face it is intended to be, a deed or instrument under seal;
any contract or other instrument w hich, if made between private persons, would be by law required to be in writing and signed by the parties to be charged therewith may be made on behalf of the company in writing, signed by any person acting under the express or implied authority of the co mpany; and
any 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 the express or implied authority of the company.
Where a contract or other transaction purports to be made by a company or by a person on its behalf at a time when the company has not been registered, then subject to any agreement to the contrary, the contract or other transaction has e ffect as one entered into by the person purporting to act on behalf of the company and, subject to subsection
, that person is personally liable on the contract or other transaction. ( 3 ) A contract or other transaction purported to be entered into by a company prior to its registration or by a person on behalf of the company prior to its registration may be ratified by the company after its registration and thereupon the company shall become bound by and entitled to the benefit thereof from the date of r egistration, and the person so entering into such contract or other transaction shall be deemed to have been duly authorised to act on behalf of the company and shall cease to be personally liable on the contract or other transaction.
Any contract, dee d or other instrument made according to this section may be varied or discharged in the same manner as it is authorised by this section to be made.
All contracts, deeds or other instruments made according to this section shall be effectual in law and s hall be binding upon the company and its successors and all other parties thereto, their heirs, executors or administrators, as the case may be.
A contract or other instrument to be governed by the laws of the Islands which is executed by an overseas c ompany is, and is to be treated as, a deed or instrument under seal if it is —
executed in conformity with subsection (1)(a); and
executed in conformity with the requirements imposed by —
the laws of the jur isdiction in which the overseas compa ny was formed or incorporated; and
its memorandum or articles of association or other constitutional documents (howsoever called).
A contract or other instrument executed in accordance with subsection (6) meets any requirement of any law of the Is lands that the contract or instrument is, and is to be treated as, a deed or instrument executed under seal.
A contract, deed or instrument is executed validly as a contract, deed or instrument under seal where it is executed in any manner contemplated by the parties thereto, including, without limitation —
where the complete contract, deed or instrument is executed; or
where any signature or execution page to the contract, deed or instrument is executed (whether or not the contract, deed or ins trument is at such time in final form) which is attached by, or on behalf of, the relevant party to, or otherwise with the relevant party ’ s express or implied authority to, the contract, deed or instrument, provided always that the contract, deed or instru ment is executed in conformity with subsection (1)(a) or (b), or subsection (6), as the case may be.
Subsections (1), (4), (5), (6), (7) and (8) shall apply to contracts, deeds, instruments under seal or other instruments regardless of whether they wer e made before, on or after 27th April, 2011, the date of commencement of this subsection by the Companies (Amendment) Act , 2011 [Law 16 of 2011] , and no contract, deed, instrument under seal or other instrument made before the commencement of this subsecti on shall be invalid by reason only of any provision of subsections (1), (4), (5), (6), (7) and (8).