PART IIFORMATION AND REGISTRATION OF COMPANIES; JURIDICAL STATUS AND MEMBERSHIP
CHAPTER IIIA COMPANY'S CAPACITY; FORMALITIES OF CARRYING ON BUSINESS
Power of directors to bind the companyC145A
1
In favour of a person dealing with a company in good faith, the power of the board of directors to bind the company, or authorise others to do so, shall be deemed to be free of any limitation under the company's constitution.
2
For this purpose—
a
a person “deals with” a company if he is a party to any transaction or other act to which the company is a party;
b
a person shall not be regarded as acting in bad faith by reason only of his knowing that an act is beyond the powers of the directors under the company's constitution; and
c
a person shall be presumed to have acted in good faith unless the contrary is proved.
3
The references above to limitations on the directors' powers under the company's constitution include limitations deriving—
a
from a resolution of the company in general meeting or a meeting of any class of shareholders, or
b
from any agreement between the members of the company or of any class of shareholders.
4
Paragraph (1) does not affect any right of a member of the company to bring proceedings to restrain the doing of an act which is beyond the powers of the directors; but no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.
5
Nor does that paragraph affect any liability incurred by the directors, or any other person, by reason of the directors' exceeding their powers.
6
The operation of this Article is restricted by Article 9A of the Charities (Northern Ireland) Order 1987 in relation to companies which are charities; and Article 330A below (invalidity of certain transactions to which directors or their associates are parties) has effect notwithstanding this Article.