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srilawsby aturio
As enacted
Contents

Part I · Incorporation of Companies and Related Matters Essential Characteristics of Companies

21. Authority of directors, officers and agents

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

(1)

A company or a guarantor of an obligation of the company or any person claiming under the company, may not assert against a person dealing with that company or with any person who has acquired rights from the company, that —

(a)

the articles of the company have not been complied with ; or

(b)

the persons named in the most recent notice filed under section 223 or the annual return delivered under section 131of this Act, are not the directors or the secretary of the company, as the case may be ; or

(c)

a person held out by a company as a director, officer or agent of the company—

(i)

has not been duly appointed; or

(ii)

does not have authority to exercise the powers and perform the duties that are customary in the business of the company or are normal for a director, officer or agent of a company carrying on business of the kind carried on by that company; or

(d)

a document issued by any director, the secretary of the company or by any officer or agent, with actual or normal authority to issue the document, is not valid or genuine, unless that person has, or by virtue of that person’s position with or relationship to the company, ought to have knowledge to the contrary.

(2)

The provisions of subsection (1) shall apply even in a situation where a person referred to in paragraphs (b) to (d) 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 who has acquired rights from the company, has actual knowledge of such fraud or forgery.

Read on from s 22

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

Read on from Part XII

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

Read on from Part XVIII

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

Schedules