18 Dealings between company and other persons

(1)

A company or a guarantor of an obligation of a company may 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 or the constitution of the company has not been complied with:

(b)

a person named as a director of the company in the most recent notice received by the Registrar under section 159

(i)

is not a director of a company; or

(ii)

has not been duly appointed; or

(iii)

does not have authority to exercise a power which a director 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, 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, 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, employee, or agent of the company with authority to exercise a power which a director, 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, 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 or her position with or relationship to the company, knowledge of the matters referred to in any of paragraphs (a), (b), (c), (d), or (e), as the case may be.

(2)

Subsection (1) applies 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.

Compare: 1955 No 63 ss 18C, 18D; 1985 No 80 s 2