All sections · Part II: Company Incorporation · Sub-Part II: Incorporation of companies

11 地基的影响

(1) 根据本法颁发的公司证书应是以下方面的确凿证据--。
(a) 该公司是根据本法成立的;以及
(b) 本法中关于公司注册的要求已得到遵守。
(2) 在根据本法成立公司时------。
公司是一个独立于其成员的法律实体,在解散前继续存在。
(b) 组织大纲和章程应在以下各方之间具有约束力
(i) 本公司和本公司的每个成员;和
(i) 本公司的任何成员。
(3) 公司、董事会、每位董事和公司的每位成员都拥有本法规定的权利、权力、责任和义务,除非在本法允许的范围内,这些权利、权力、责任和义务被备忘录或章程所否定或更改。
(4) 公司的备忘录和章程在与本法相抵触或不一致的情况下没有效力。

Translation for information only. Only the English original is legally binding.

Original wording (English, legally binding): Effect of incorporation
(1) A certificate of incorporation issued under this Act is conclusive evidence
of the following matters —


(a) that the company is incorporated under this Act; and

(b) that the requirements of this Act have been complied with in
respect of the incorporation of the company.

(2) Upon incorporation of a company under this Act —

(a) the company is a legal entity in its own right separate from its
members and continues in existence until it is dissolved;

(b) the memorandum and articles are binding as between —

(i) the company and each member of the company; and

(ii) each member of the company.

(3) The company, the board, each director and each member of a company has
the rights, powers, duties and obligations set out in this Act except to the
extent that they are negated or modified, as permitted by this Act, by the
memorandum or the articles.

(4) The memorandum and articles of a company have no effect to the extent
that they contravene or are inconsistent with this Act.
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