PART IFormation and Registration of Companies ; Juridical Status and Membership
CHAPTER IIIA Company's Capacity ; Formalities of Carrying on Business
36Form of company contracts
(1)
Contracts on behalf of a company may be made as follows—
(a)
a contract which if made between private persons would be by law required to be in writing, and if made according to the law of England and Wales to be under seal, may be made on behalf of the company in writing under the company's common seal;
(b)
a contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under its authority, express or implied;
(c)
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.
(2)
A contract made according to this section—
(a)
is effectual in law, and binds the company and its successors and all other parties to it;
(b)
may be varied or discharged in the same manner in which it is authorised by this section to be made.
(3)
A deed to which a company is a party is held to be validly executed according to the law of Scotland on behalf of the company if it is executed in accordance with this Act or is sealed with the company's common seal and subscribed on behalf of the company by two of the directors, or by a director and the secretary; and such subscription on behalf of the company is binding whether attested by witnesses or not
(4)
Where a contract purports to be made by a company, or by a person as agent for a company, at a time when the company has not been formed, then subject to any agreement to the contrary the contract has effect as one entered into by the person purporting to act for the company or as agent for it, and he is personally liable on the contract accordingly.