As enacted

Contents

Companies Act 2007 · As enacted · Part I · Incorporation of Companies and Related Matters Essential Characteristics of Companies

17. Effect of statement of objects in articles

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

(1)

Where the articles of a company sets-out the objects of the company, there shall be deemed to be a restriction placed by the articles in carrying on any business or activity that is not within those objects, unless the articles expressly provide otherwise.

(2)

Where the articles of a company provide for any restriction on the business or activities in which the company may engage—

(a)

the capacity and powers of the company shall not be affected by such restriction ; and

(b)

no act of the company, no contract or other obligation entered into by the company and no transfer of property by or to the company, shall be invalid by reason only of the fact that it was done in contravention of such restriction.

(3)

Nothing in subsection (2) shall affect —

(a)

the ability of a shareholder or director of the company to make an application to court under section 233 to restrain the company from acting in a manner inconsistent with a restriction placed by the articles, unless the company has entered into a contract or other binding obligation to do so; or

(b)

the liability of a director of the company for acting in breach of the provisions of section 188.

Read on from s 18

Part II

Private Companies

Read on from Part II

Part III

Companies Limited by Guarantee

Read on from Part III

Part IV

Shares and Debentures Prospectus

Read on from Part IV

Part V

Shareholders and Their Rights and Obligations

Read on from Part V

Part VI

Registration of Charges Registration of Charges with Registrar

Read on from Part VI

Part VII

Management and Administration Registered Office

Read on from Part VII

Part VIII

Amalgamations

Read on from Part VIII

Part IX

Compromises with Creditors

Read on from Part IX

Part X

Approval of Arrangements, Amalgamations, and Compromises by Court

Read on from Part X

Part XI

Provisions Relating to Offshore Companies

Read on from Part XI

Part XII

Winding Up

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Part XIII

Administrators Appointment of Administrator

Read on from Part XIII

Part XIV

Floating Charges

Read on from Part XIV

Part XV

Receivers and Managers

Read on from Part XV

Part XVI

Registrar-General of Companies and Registration Appointment of Officers

Read on from Part XVI

Part XVII

Application of Act to Existing Companies

Read on from Part XVII

Part XVIII

Overseas Companies

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Part XIX

Advisory Commission

Read on from Part XIX

Part XX

Companies Disputes Board

Read on from Part XX

Part XXI

Offences Miscellaneous Offences

Read on from Part XXI

Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

Read on from Part XXII

Part XXIII

Repeals and Amendments

Read on from Part XXIII