All sections · Part IV: Company Capacity And Powers
33 Capacity and powers
(1) Subject to this Act, any other written law and its memorandum and articles,
a company has, irrespective of corporate benefit —
(a) full capacity to carry on or undertake any business or activity, do
any act or enter into any transaction; and
(b) for the purposes of paragraph (a), full rights, powers and
privileges.
(2) Without limiting the generality of subsection (1), subject to its
memorandum and articles, subsection (3) and section 48 (Bearer shares
prohibited), the powers of a company include the power to do any of the
following —
(a) issue and cancel shares and hold treasury shares;
(b) grant options over unissued shares in the company and treasury
shares;
(c) issue securities that are convertible into shares;
(d) give financial assistance to any person in connection with the
acquisition of its own shares;
(e) issue debt obligations of every kind and grant options, warrants
and rights to acquire debt obligations;
(f) guarantee a liability or obligation of any person and secure any
obligations by mortgage, pledge or other charge, of any of its
assets for that purpose; and
(g) protect the assets of the company for the benefit of the company,
its creditors and its members and, at the discretion of the
directors, for any person having a direct or indirect interest in the
company.
(3) Paragraphs (a), (b), (c) and (d) of subsection (2) shall not apply to company
limited by guarantee.
(4) For the purposes of subsection (2)(g), the directors may cause the company
to transfer any of its assets in trust to one or more trustees, each of which
may be an individual, company, association, partnership, foundation or
similar entity and, with respect to the transfer, the directors may provide
that the company, its creditors, its members or any person having a direct
or indirect interest in the company, or any of them, may be the beneficiaries
of the trust.
(5) The rights or interests of any existing or subsequent creditor of the
company in any assets of the company are not affected by any transfer
under subsection (4), and those rights or interests may be pleaded against
any transferee in any such transfer.
a company has, irrespective of corporate benefit —
(a) full capacity to carry on or undertake any business or activity, do
any act or enter into any transaction; and
(b) for the purposes of paragraph (a), full rights, powers and
privileges.
(2) Without limiting the generality of subsection (1), subject to its
memorandum and articles, subsection (3) and section 48 (Bearer shares
prohibited), the powers of a company include the power to do any of the
following —
(a) issue and cancel shares and hold treasury shares;
(b) grant options over unissued shares in the company and treasury
shares;
(c) issue securities that are convertible into shares;
(d) give financial assistance to any person in connection with the
acquisition of its own shares;
(e) issue debt obligations of every kind and grant options, warrants
and rights to acquire debt obligations;
(f) guarantee a liability or obligation of any person and secure any
obligations by mortgage, pledge or other charge, of any of its
assets for that purpose; and
(g) protect the assets of the company for the benefit of the company,
its creditors and its members and, at the discretion of the
directors, for any person having a direct or indirect interest in the
company.
(3) Paragraphs (a), (b), (c) and (d) of subsection (2) shall not apply to company
limited by guarantee.
(4) For the purposes of subsection (2)(g), the directors may cause the company
to transfer any of its assets in trust to one or more trustees, each of which
may be an individual, company, association, partnership, foundation or
similar entity and, with respect to the transfer, the directors may provide
that the company, its creditors, its members or any person having a direct
or indirect interest in the company, or any of them, may be the beneficiaries
of the trust.
(5) The rights or interests of any existing or subsequent creditor of the
company in any assets of the company are not affected by any transfer
under subsection (4), and those rights or interests may be pleaded against
any transferee in any such transfer.
