25B. Power of directors to bind company

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.

For the purposes of subsection (1), a person dealing with a company —

The references in subsection (1) or (2) to limitations on the directors’ powers under the company’s constitution include limitations deriving —

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.

This section does not affect any liability incurred by the directors, or any other person, by reason of the directors exceeding their powers.

This section has effect subject to section 25C.