Companies Act, 2019 (Act 992)
Section 156 - Official seal for use abroad
(1) A company may, by the constitution of the company, authorise for use in a territory, district, or place not located in the country, an official seal which is a facsimile of the common seal of the company with the addition on the face of the seal the name of the territory, district or place where the seal is to be used.
(2) The company may, by writing under the common seal of the company, authorise an agent appointed for that purpose to affix the official seal to a document to which the company is a party in the territory, district or place.
(3) The directors may provide for the safe custody of the seal, which shall only be used by the authority of the board of directors or of a committee of the directors authorised by the board of directors in that behalf, and an instrument to which the seal is affixed shall be signed by a director, and shall be countersigned by the Company Secretary or by a second director or by some other person appointed by the directors for the purpose.
(4) The company may exercise the powers conferred under this section with regard to having an official seal for use abroad, and those powers shall be vested in the board of directors.
(5) A person dealing with an agent of the company in reliance on a writing conferring the authority is entitled to assume that the authority of the agent continues during the period mentioned in the writing or, if a period is not there mentioned, until that person has actual notice of the revocation or determination of the authority.
(6) The person affixing the official seal shall, by writing signed personally by that person, certify on the document to which the seal is affixed, the date on which and the place at which the seal is affixed.
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