Section 29: Dealings between company and other persons
consolidated text (as at 2018, amended since). juris shows the text as it was consolidated; it does not confirm that this is the law in force today.
29. Dealings between company and other persons
(1) A company or a guarantor of an obligation of a company shall not assert against a person dealing with the company or with a person who has
acquired property, rights, or interests from the company that—
(a) this Act, in so far as it provides for matters of company meetings and internal procedure, or the constitution of the company,
has not been complied with;
(b) a person named as a director or Secretary of the company in the
most recent notice received by the Registrar under section 23
or 142—
(i) is not a director or Secretary of a company;
(ii) has not been duly appointed; or
(iii) does not have authority to exercise a power which a director or Secretary 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, Secretary, 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, Secretary, 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, Secretary, employee, or agent of the company with authority to exercise a
power which a director, Secretary, 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;
(e) a document issued on behalf of a company by a director, Secretary, 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 position with or relationship to the company, knowledge of the matters referred to in paragraph (a), (b), (c), (d), or (e), as the case may be.
(2) Subsection (1) shall apply 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
property, rights, or interests from the company has actual knowledge of the
fraud or forgery.
C35 – 35 [Issue 9]
Companies Act
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Questions this section answers
- Can my company avoid a contract by later claiming a director was not properly appointed?
- Is a deal still binding if the person who signed for the company turns out to have lacked authority?