Statute Details
- Title: Society of Saint Maur Incorporation Ordinance 1923
- Act Code: SSMIO1923
- Type: Act / Ordinance (incorporation legislation)
- Status: Current version (as at 27 Mar 2026)
- Original Enactment: [20 July 1923]
- Key Amendments Noted in the Extract: Amended by Act 7 of 1997; 2020 Revised Edition; Amended by Act 7 of 2024 (effective 25/03/2024)
- Core Mechanism: Incorporates the Lady Superior in Penang of the Society of Saint Maur as a corporation for holding property and conducting legal affairs
- Key Sections Highlighted: Sections 2–5 (corporate status, successor qualification, Gazette evidence, corporate seal and capacity); Sections 7–8 (name-change saving; government/third-party rights)
- Related Legislation (as provided): Property Act 1886 (notably s 48 referenced for deposited Power of Attorney)
What Is This Legislation About?
The Society of Saint Maur Incorporation Ordinance 1923 is a piece of incorporation legislation. In plain terms, it creates a legal “corporation” for the benefit of the Society of Saint Maur’s institutional work in the Straits Settlements (historically including Penang, Singapore, and Malacca). The statute’s central purpose is to ensure that the relevant office-holder—specifically the Lady Superior in Penang of the Society of Saint Maur, and her successors—can hold and manage property through a stable legal entity rather than through successive individuals who may change over time.
The long title and preamble explain that the Society established branches and educational/charitable institutions, including convent schools, and appointed a Lady Superior to have charge of these institutions. Historically, property associated with the Society’s Penang operations was vested in a corporation created by an earlier ordinance (Ordinance No. 192 (Penang Convent)). The 1923 Ordinance was enacted to repeal that earlier arrangement and to consolidate the property position—so that the whole of the Society’s property in the Straits Settlements could be vested in and held by one person (and, by extension, one corporate structure).
For practitioners, the statute is best understood as a “property-holding and legal capacity” instrument. It does not regulate the internal governance of the Society’s religious or charitable activities in detail. Instead, it focuses on (i) who the corporation is, (ii) how successors are qualified and evidenced, (iii) how the corporation’s seal may be used for deeds and instruments, and (iv) how name changes and third-party/government rights are preserved.
What Are the Key Provisions?
Section 1 (Short Title) provides the citation: “Society of Saint Maur Incorporation Ordinance 1923”. While seemingly minor, short titles matter for legal referencing in conveyancing documents, court filings, and corporate resolutions.
Section 2 (Lady Superior in Penang to be a body corporate) is the core incorporation provision. It declares that Euphrasie Labordenave and her successors for the time being in the office of Lady Superior in Penang of the Society of Saint Maur appointed for Singapore (and duly qualified as later provided) shall be a body corporate. The corporation has perpetual succession under a specified name: “The Lady Superior of the Convent of the Holy Infant Jesus”. This is the legal “person” that can own property, enter into transactions, and sue or be sued.
Notably, the corporation’s name in Section 2 is tied to the 2024 amendment (as shown by the extract). The statute’s practical effect is that the corporation’s identity is anchored to the office of Lady Superior (Penang) and its successors, rather than to a particular individual. This perpetual succession is a classic feature of incorporation statutes: it prevents property titles and legal relationships from becoming unstable when office-holders change.
Sections 3 and 4 (Qualification and evidence of successor) establish a formal gatekeeping mechanism for who counts as a “qualified” successor. Under Section 3, no successor is deemed qualified unless and until (a) the appointment as Lady Superior is notified to the Minister, (b) the Minister approves it, and (c) a notification of that approval appears in the Gazette. This means that the corporation’s continuity depends not only on the Society’s internal appointment process, but also on a statutory external approval and publication requirement.
Section 4 then provides evidentiary clarity: a Gazette notification of the Minister’s approval is sufficient evidence that the person was duly appointed and is duly qualified as required by the Ordinance. For practitioners, this is important in due diligence and in transactions involving corporate execution. Instead of litigating whether a successor was properly appointed, parties can rely on the Gazette publication as proof.
Section 5 (Corporate seal; execution of instruments; capacity to sue) addresses how the corporation executes documents and how it participates in litigation. Section 5(1) permits the corporation to have and use a corporate seal, and to change it as it sees fit.
Section 5(2) sets out a specific execution protocol for deeds and instruments requiring sealing. The seal is deemed properly affixed if it is affixed in the presence of the Lady Superior (or her successor for Singapore) or her duly authorised attorney, and if each instrument is signed by the Lady Superior or successor or the attorney. The attorney must be authorised by a Power of Attorney deposited under section 48 of the Conveyancing and Law of Property Act 1886 (as referenced in the extract). The provision further states that the signing is sufficient evidence that the seal was duly and properly affixed and that it is the lawful corporate seal.
Section 5(3) provides that the corporation may sue and be sued in respect of its property or otherwise in all Courts of Justice. This is a direct grant of legal standing and ensures that the corporation is the proper litigant, not the individual office-holder.
Section 5(4) expands the corporation’s property powers. It may acquire, purchase, take, hold, enjoy, and dispose of movable and immovable property of every description. The list includes selling, exchanging, conveying, assigning, surrendering, yielding up, mortgaging, demising, re-assigning, transferring, and otherwise disposing of property “upon such terms as to the Corporation shall seem fit.” This broad language is typical of incorporation statutes intended to facilitate property management and investment for institutional bodies.
Section 6 is shown as repealed in the extract (repealed by Act 7 of 2024 effective 25/03/2024). While the text of the repealed section is not included, its repeal suggests that the 2024 amendment streamlined or modernised certain procedural or naming provisions.
Section 7 (Saving provision relating to change of name) is particularly relevant in practice. It addresses the effect of the “Society of Saint Maur Incorporation (Amendment) Act 2024” on references to the corporation’s former name. Section 7(1) provides that references in any written law or document to the corporation by the former name “The Lady Superior of the Convent of the Holy Infant Jesus in Penang” are to be read as references to the corporation by the new name “The Lady Superior of the Convent of the Holy Infant Jesus”.
Section 7(2) goes further: the change of name does not affect the identity of the corporation, does not affect rights or obligations, and does not render defective any legal proceedings by or against it. Proceedings that might have been continued or commenced under the former name may be continued or commenced under the new name. This is a classic “name-change saving” clause designed to prevent technical challenges to validity of transactions or litigation due to nomenclature changes.
Section 8 (Saving of Government and other rights) preserves external rights. It states that nothing in the Ordinance affects the rights of the Government, any body politic or corporate, or any other persons except as mentioned in the Ordinance and those claiming by, through, from or under them. In other words, the incorporation and property powers are not intended to override existing legal rights of third parties or the State.
How Is This Legislation Structured?
The Ordinance is structured in a short, functional format typical of incorporation instruments:
Part/Sections: The statute contains a short title provision (Section 1), followed by incorporation and successor mechanics (Sections 2–4), execution formalities and capacity (Section 5), and then saving provisions (Sections 7–8). Section 6 is repealed. The extract also shows three schedules (First, Second, Third) which are repealed, indicating that earlier schedules may have contained transitional or administrative details that are no longer operative.
Amendment architecture: The extract indicates that Act 7 of 2024 amended key provisions—particularly Sections 2–5 and Section 7—reflecting modernisation of naming and successor qualification/approval mechanics, while maintaining the statute’s core purpose.
Who Does This Legislation Apply To?
The Ordinance applies to the office-holder and successors: specifically, the Lady Superior in Penang of the Society of Saint Maur appointed for Singapore, and her successors for the time being in that office, provided they are “duly qualified” under the statutory process. The corporation created by Section 2 is the legal entity that holds property and can sue and be sued.
It also indirectly affects third parties dealing with the corporation (e.g., counterparties in property transactions, lenders, and litigants), because the statute governs how the corporation’s seal is affixed and how successor authority is evidenced (via Gazette publication). However, Section 8 ensures that the Ordinance does not disturb the rights of the Government or other persons beyond what is necessary for incorporation and property holding.
Why Is This Legislation Important?
Although the Ordinance is relatively short, it is legally significant because it provides the mechanism by which institutional property is held in a stable legal form. For religious and charitable organisations, property continuity is critical: without incorporation, each change in office-holder could create title and execution problems. This Ordinance addresses that by creating a corporate person with perpetual succession.
From a practitioner’s perspective, the most important operational points are the successor qualification and evidence requirements (Sections 3 and 4) and the execution formalities for sealed instruments (Section 5(2)). In due diligence, conveyancing, and litigation, counterparties typically need to confirm that the person signing on behalf of the corporation is properly authorised. The Gazette publication requirement provides a clear, statutory evidentiary basis.
The name-change saving in Section 7 is also practically important. Corporate name changes can cause friction in record-keeping, land title searches, banking documentation, and court filings. Section 7(2) prevents such friction from turning into legal defects by preserving identity and allowing proceedings to continue under the new name.
Finally, Section 8 is a reminder that incorporation statutes do not automatically override other legal rights. When advising on property, enforcement, or disputes, counsel should still analyse the underlying property instruments and any competing interests, while treating the Ordinance as the framework for corporate capacity rather than as a substitute for substantive property law.
Related Legislation
- Property Act 1886 (as referenced in the extract via the Conveyancing and Law of Property Act 1886, specifically section 48 concerning deposited Powers of Attorney)
Source Documents
This article provides an overview of the Society of Saint Maur Incorporation Ordinance 1923 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.