Section 66Part 11 — MISCELLANEOUS
Contracts
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Contracts, deeds, instruments under seal or other instruments on behalf of a limited liability company may be made as follows —
a contract or other instr ument which, if made between individuals, would by law be required to be in writing, and to be made by deed or under seal, and a deed or instrument under seal may be made by instrument —
sealed with any seal of the limited liability company; or
wh ich is executed on behalf of the limited liability company by any person acting under the express or implied authority of the limited liability company and which is either expressed to be executed as, or otherwise makes clear on its face it is intended to be, a deed or instrument under seal;
any contract or other instrument which, if made between private persons, would be by law required to be in writing and signed by the parties to be charged therewith may be made on behalf of the limited liability com pany in writing, signed by any person acting under the express or implied authority of the limited liability company; and
any contract which, if made between private persons, would by law be valid although made by parol only and not reduced into writin g, may be made by parol on behalf of the limited liability company by any person acting under the express or implied authority of the limited liability company.
Where a contract or other transaction purports to be made by a limited liability company or by a person on its behalf at a time when the limited liability company has not been registered pursuant to this Act , then subject to any agreement to the contrary, the contract or other transaction has effect as one entered into by the person purporting to act on behalf of the limited liability company and, subject to subsection
, that person is personally liable on the contract or other transaction. ( 3 ) A contrac t or other transaction purported to be entered into by a limited liability company prior to its registration pursuant to this Act or by a person on behalf of the limited liability company prior to its registration may be ratified by the limited liability c ompany after its registration and thereupon the limited liability company shall become bound by and entitled to the benefit thereof from the date of registration, and the person so entering into such contract or other transaction shall be deemed to have be en duly authorised to act on behalf of the limited liability company and shall cease to be personally liable on the contract or other transaction.
Any contract, deed or other instrument made according to this section may be varied or discharged in the same manner as it is authorised by this section to be made.
All contracts, deeds or other instruments made according to this section shall be effectual in law and shall be binding upon the limited liability company and its successors and all other part ies thereto, their heirs, executors or administrators, as the case may be.