All sections · Part IV: Company Capacity And Powers
36 公司与其他人员之间的交易
(1) Eine Gesellschaft oder ein Bürge einer Verpflichtung einer Gesellschaft darf sich nicht gegen eine Person, die mit der Gesellschaft zu tun hat, oder gegen eine Person, die Vermögenswerte, Rechte oder Interessen von der Gesellschaft erworben hat, behaupten, die –
本法或本公司的组织大纲或章程没有得到遵守。
(b) 在本公司的公司登记册上登记为董事的人。
董事--
(i) 不是公司的董事。
(i) 未被正式任命为公司董事；或
(iii) 未被授权行使从事该公司所开展的那种业务的公司的董事通常被授权行使的权力。
(c) 受雇于本公司的董事、雇员或代理人的人 --
未被正式任命；或
(i) 没有被授权行使从事该企业所开展的那种业务的企业的董事、雇员或代理人通常被授权行使的权力。
身为公司董事、雇员或代理人的人，行使从事公司所经营的那种业务的公司的董事、雇员或代理人通常无权行使的权力；或
(e) 由公司的董事、雇员或代理人代表公司签发的文件是无效的或真实的，除非该人由于与公司的关系已经或应该知道(a)至(e)项中任何一项所提及的事项。
(2) 如果本分节(b)至(e)段所述类型的人有欺诈行为或伪造看似代表公司签署的文件，第(1)款也适用，除非与公司或与从公司获得资产、权利或利益的人打交道的人实际知道欺诈或伪造。
本法或本公司的组织大纲或章程没有得到遵守。
(b) 在本公司的公司登记册上登记为董事的人。
董事--
(i) 不是公司的董事。
(i) 未被正式任命为公司董事；或
(iii) 未被授权行使从事该公司所开展的那种业务的公司的董事通常被授权行使的权力。
(c) 受雇于本公司的董事、雇员或代理人的人 --
未被正式任命；或
(i) 没有被授权行使从事该企业所开展的那种业务的企业的董事、雇员或代理人通常被授权行使的权力。
身为公司董事、雇员或代理人的人，行使从事公司所经营的那种业务的公司的董事、雇员或代理人通常无权行使的权力；或
(e) 由公司的董事、雇员或代理人代表公司签发的文件是无效的或真实的，除非该人由于与公司的关系已经或应该知道(a)至(e)项中任何一项所提及的事项。
(2) 如果本分节(b)至(e)段所述类型的人有欺诈行为或伪造看似代表公司签署的文件，第(1)款也适用，除非与公司或与从公司获得资产、权利或利益的人打交道的人实际知道欺诈或伪造。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): 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.
