s 25B Power of directors to bind company
25B.—(1) In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company’s constitution.[36/2014] (2) For the purposes of subsection (1), a person dealing with a company —(a) is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so; and (b) is presumed to have acted in good faith unless the contrary is proved.[36/2014] (3) The references in subsection (1) or (2) to limitations on the directors’ powers under the company’s constitution include limitations deriving —(a) from a resolution of the company or of any class of shareholders; or (b) from any agreement between the members of the company or of any class of shareholders.[36/2014] (4) This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an action that is beyond the powers of the directors; but no such proceedings lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.[36/2014] (5) This section does not affect any liability incurred by the directors, or any other person, by reason of the directors exceeding their powers.[36/2014] (6) This section has effect subject to section 25C.[36/2014] —(1) In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company’s constitution.[36/2014] (2) For the purposes of subsection (1), a person dealing with a company —(a) is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so; and (b) is presumed to have acted in good faith unless the contrary is proved.[36/2014] (3) The references in subsection (1) or (2) to limitations on the directors’ powers under the company’s constitution include limitations deriving —(a) from a resolution of the company or of any class of shareholders; or (b) from any agreement between the members of the company or of any class of shareholders.[36/2014] (4) This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an action that is beyond the powers of the directors; but no such proceedings lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.[36/2014] (5) This section does not affect any liability incurred by the directors, or any other person, by reason of the directors exceeding their powers.[36/2014] (6) This section has effect subject to section 25C.[36/2014]