All sections · Part IV: Company Capacity And Powers
36 Dealings between a company and other persons
(1) A company or a guarantor of an obligation of a company may not assert
against a person dealing with the company or with a person who has
acquired assets, rights or interests from the company that —
(a) this Act or the memorandum or articles of the company has not
been complied with;
(b) a person named as a director in the company‘s register of
directors —
(i) is not a director of the company;
(ii) has not been duly appointed as a director of the
company; or
(iii) does not have authority to exercise a power which a
director of a company carrying on business of the kind
carried on by the company customarily has authority to
exercise;
(c) a person held out by the company as a director, employee or agent
of the company —
(i) has not been duly appointed; or
(ii) does not have authority to exercise a power which a
director, employee or agent of a company carrying on
business of the kind carried on by the company
customarily has authority to exercise;
(d) a person held out by the company as a director, employee or agent
of the company with authority to exercise a power which a
director, employee or agent of a company carrying on business
of the kind carried on by the company does not customarily have
authority to exercise, does not have authority to exercise that
power; or
(e) a document issued on behalf of a company by a director,
employee or agent of the company with actual or usual authority
to issue the document is not valid or not genuine,
unless the person has, or ought to have, by virtue of his relationship to the
company, knowledge of the matters referred to in any of paragraphs (a) to
(e).
(2) Subsection (1) applies even though a person of the kind referred to in
paragraphs (b) to (e) of that subsection acts fraudulently or forges a
document that appears to have been signed on behalf of the company,
unless the person dealing with the company or with a person who has
acquired assets, rights or interests from the company has actual knowledge
of the fraud or forgery.
against a person dealing with the company or with a person who has
acquired assets, rights or interests from the company that —
(a) this Act or the memorandum or articles of the company has not
been complied with;
(b) a person named as a director in the company‘s register of
directors —
(i) is not a director of the company;
(ii) has not been duly appointed as a director of the
company; or
(iii) does not have authority to exercise a power which a
director of a company carrying on business of the kind
carried on by the company customarily has authority to
exercise;
(c) a person held out by the company as a director, employee or agent
of the company —
(i) has not been duly appointed; or
(ii) does not have authority to exercise a power which a
director, employee or agent of a company carrying on
business of the kind carried on by the company
customarily has authority to exercise;
(d) a person held out by the company as a director, employee or agent
of the company with authority to exercise a power which a
director, employee or agent of a company carrying on business
of the kind carried on by the company does not customarily have
authority to exercise, does not have authority to exercise that
power; or
(e) a document issued on behalf of a company by a director,
employee or agent of the company with actual or usual authority
to issue the document is not valid or not genuine,
unless the person has, or ought to have, by virtue of his relationship to the
company, knowledge of the matters referred to in any of paragraphs (a) to
(e).
(2) Subsection (1) applies even though a person of the kind referred to in
paragraphs (b) to (e) of that subsection acts fraudulently or forges a
document that appears to have been signed on behalf of the company,
unless the person dealing with the company or with a person who has
acquired assets, rights or interests from the company has actual knowledge
of the fraud or forgery.
