34 Validity of acts of company

(1) Subject to subsection (2), no act of a company and no transfer of an asset
by or to a company is invalid by reason only of the fact that the company
did not have the capacity, right or power to perform the act or to transfer
or receive the asset.

(2) The lack or alleged lack of capacity, right or power of a company to
perform an act or to transfer or receive an asset may be asserted —

(a) in proceedings by a member or a director against the company to
prohibit the performance of any act, or the disposition of property
by or to the company; and

(b) in proceedings by the company, whether acting directly or through
a liquidator or other legal representative or through members of the
company in a representative capacity, against the incumbent or
former directors or other officers of the company for loss or
damage through their unauthorised act.

(3) This section applies to companies incorporated before, on or after the Act
commencement date, but this section does not affect the capacity of a
former Act company in relation to anything done by it before this section
came into force.