Section 26

a contract which, if made between private persons, would by law be required to be in writing under seal, may be made on behalf of the company in writing under the common seal of the company;

*NOTE—Previously “Ten thousand ringgit” only—see section 12 of the Labuan Companies

(Amendment) Act 2022 [Act A1653].

Labuan Companies 51

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

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

A Labuan 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 Labuan company may, if authorized by its articles, establish a branch or an office in any part of the world, but it shall not establish a branch or an office in any part of Malaysia outside Labuan except as approved by the Authority.

If default is made in complying with this section, the Labuan company or every officer of the company which is in default commits an offence under this Act.

Penalty: One hundred thousand ringgit.

52 Laws of Malaysia ACT 441

A Labuan company and any branch thereof may have for use in any place outside Labuan 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; that seal shall be known as the branch seal.

Where a Labuan company has established a branch it may, in the instrument establishing the branch or in a subsequent instrument signed or sealed by the resident 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

Labuan company may enter into transactions.

Instruments made or authenticated under or by use of any branch seal of a Labuan 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 Labuan company has no members