Section 32

a contract which, if made between private persons, would by law be required to be in writing under seal, may be

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Act 643

made on behalf of the company in writing under the common seal of the company;

a contract which, if made between private persons, would by law be required to be in writing signed by the parties to be charged therewith, may be made on behalf of the company in writing and signed by any person acting under its authority, express or implied; or

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.

A document or proceeding requiring authentication by a

Langkawi company may be signed by an authorized officer of the company and need not be under its common seal.

A Langkawi 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 that company under his seal or under the appropriate seal of the company, shall bind the company; and all persons dealing in good faith shall be entitled to presume the regular and proper execution of the deed, and to act accordingly.

A Langkawi company may, if authorized by its articles of association, establish a branch in any part of the world but it shall not establish a branch in any part of Malaysia outside

Langkawi.

A Langkawi company and any branch of the company may have for use in any place outside Langkawi a duplicate common seal which shall be a facsimile of the common seal of the company with the addition on its face of the name of that branch; and that seal shall be known as the branch seal.

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Langkawi International Yachting Companies

Where a Langkawi company has established a branch it may, in the instrument establishing the branch or in a subsequent instrument signed or sealed by the secretary or under its own seal, appoint one or more persons to be branch directors and to constitute a local board and make provision for a branch seal and for its custody and prescribe the person by whom such seal is to be affixed; and subject to any directions or restrictions imposed from time to time by the directors of the company, a branch shall have power to bind the company and to issue shares or debentures of the company.

A branch may enter into transactions in the same manner as the Langkawi company may enter into transactions.

Instruments made or authenticated under or by the use of any branch seal of a Langkawi company shall be as effective as if the common seal of the company had been affixed thereto;

and the date on which and the place at which the branch seal is affixed to any instrument shall be shown on the instrument.

Prohibition against carrying on business when Langkawi company has no members