New Zealand Legislation: Acts

17 Validity of actions

• (1) No act of a company and no transfer of property to or by a company is invalid merely because the company did not have the capacity, the right, or the power to do the act or to transfer or take a transfer of the property.

  (2) Subsection (1) does not limit—

  • (a) section 164 (which relates to injunctions to restrain conduct by a company that would contravene its constitution); or

  • (b) section 165 (which relates to derivative actions by directors and shareholders); or

  • (c) section 169 (which relates to actions by shareholders of a company against the directors); or

  • (d) section 170 (which relates to actions by shareholders to require the directors of a company to take action under the constitution or this Act).

  (3) The fact that an act is not, or would not be, in the best interests of a company does not affect the capacity of the company to do the act.

  Compare: 1955 No 63 s 18A; 1983 No 53 s 8