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As enacted
Contents

Part I · Incorporation of Companies and Related Matters Essential Characteristics of Companies

19. Method of contracting

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

(1)

A contract or other enforceable obligation may be entered into by a company as follows :—

(a)

an obligation which, if entered into by a natural person is required by law to be in writing signed by that person and be notarially attested, may be entered into on behalf of the company in writing signed under the name of the company by —

(i)

two directors of the company;

(ii)

if there be only one director, by that director ;

(iii)

if the articles of the company so provide, by any other person or class of persons; or

(iv)

one or more attorneys appointed by the company, and be notarially executed;

(b)

an obligation which, if entered into by a natural person is required by law to be in writing and signed by that person, may be entered into on behalf of the company in writing signed by a person acting under the company’s express or implied authority;

(c)

an obligation which if entered into by a natural person is not required by law to be in writing, may be entered into on behalf of the company in writing or orally, by a person acting under the company’s express or implied authority.

(2)

The provisions of subsection (1) shall apply to a contract or other obligation —

(a)

whether or not that contract or obligation is entered into in Sri Lanka; and

(c)

whether or not the law governing the contract or obligation is the law of Sri Lanka.

(3)

For the purpose of this section, a company may use a generally recognised abbreviation of any word in the name, unless it is misleading to do so.

Part II

Private Companies

Part III

Companies Limited by Guarantee

Part IV

Shares and Debentures Prospectus

Part V

Shareholders and Their Rights and Obligations

Part VI

Registration of Charges Registration of Charges with Registrar

Part VII

Management and Administration Registered Office

Part VIII

Amalgamations

Part IX

Compromises with Creditors

Part X

Approval of Arrangements, Amalgamations, and Compromises by Court

Part XI

Provisions Relating to Offshore Companies

Part XII

Winding Up

Part XIII

Administrators Appointment of Administrator

Part XIV

Floating Charges

Part XV

Receivers and Managers

Part XVI

Registrar-General of Companies and Registration Appointment of Officers

Part XVII

Application of Act to Existing Companies

Part XVIII

Overseas Companies

Part XIX

Advisory Commission

Part XX

Companies Disputes Board

Part XXI

Offences Miscellaneous Offences

Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

Part XXIII

Repeals and Amendments

Schedules