enforceable by such company after it has been duly registered as if it had been duly formed, incorporated and
registered at the time when the contract was made, if—
(a ) the memorandum on its registration contains as one of the objects of such company the adoption or
ratification of or the acquisition of rights and obligations in respect of such contract; and
(b ) the contract or a certified copy thereof is delivered to the Registrar simultaneously with the delivery of
the memorandum in terms of section twenty-one.
48 Form of contracts
(1 ) Contracts on behalf of a company may be made in the following manner—
(a ) any contract which, if made between private persons, would be by law required to be in writing and
signed by the parties, may be made on behalf of the company in writing and signed by any person ac ting
under its authority, expressed or implied, and may in the same manner be varied or discharged;
(b ) any contract which, if made between private persons, would by law be valid though made verbally only
and not reduced to writing, may be made verbally on behalf of the company by any person acting under
its authority, expressed or implied, and may in the same manner be varied or discharged.
(2 ) All contracts made in accordance with subsection (1) shall be effectual in law and shall bind the company
and its successors and all other parties thereto.
49 Promissory notes and bills of exchange
(1 ) A bill of exchange or promissory note shall be deemed to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of, or by or on behalf or on account of, the company
by any person acting under its authority.
(2 ) All documents, other than the documents mentioned in subsection (1) and section forty-eight, shall, if
executed on behalf of a company, be signed as prescribed in section forty-eight by any person acting under its
authority, expressed or implied, unless the articles otherwise provide.
50 Execution of deeds in external countries
A company may, by writing, which if it has a seal shall be under its seal and the hand of one of its directors
or, if it has not a seal, shall be under the hands of two of its directors or of one director and of the secretary,
empower any per son, either generally or in respect of any specified matters, as its agent, to execute deeds on its
behalf in any foreign country; and every deed signed by such agent, on behalf of the company, shall bind the
company, if valid in other respects.
51 Official seal for use in foreign countries
(1 ) Any company whose objects require or comprise the transaction of business in foreign countries may, if
authorized by its articles, have for use in any foreign country an official seal, which shall be a facsimile of the seal
of the company, if any, with the addition on its face of the name of the foreign country where it is to be used.
(2 ) A company having such an official seal may, by writing, which if it has a seal for use in Zimbabwe shall
be under that seal and the hand of one of its directors or, if it has not such a seal, shall be under the hands of two
of its directors or of one director and of the secretary, empower any person appointed for the purpose in any
foreign country to affix the said official seal to any deed or other document to which the company is party.
(3 ) The authority of any such agent shall, as between the company and any person dealing with the agent,
continue during the period, if any, mentioned in the instrument conferring the authority, or if no period is there
mentioned, then until notice of the revocation or determination of the agent’s authority has been given to the
person dealing with him.
(4 ) The person affixing any such official seal shall, by writing under his hand, on the deed or other document
to which the seal is affixed, certify the date and the place of affixing the same.
(5 ) A deed or other document to which such an official seal is duly affixed shall bind the company, if valid in
other respects.
52 Authentication of documents
A document or proceeding requiring authentication by a company may be signed by a director, secretary or
other authorized officer of the company, and need not be under its seal.
PART III
SHARE C APITAL AND DEBENTURES
Prospectus
53 Dating of prospectus
A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated and
that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.
Select target paragraph3
Add to table of contents