Division 2

Corporate Capacity and Powers

Capacity and powers

17.      (1) A company has the capacity, and, subject to any limitations in this Act or any other law, all the rights, powers and privileges of an individual.

(2)  A company has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Anguilla to the extent that the laws of Anguilla and of that jurisdiction permit.

(3)  It is not necessary for a by-law to be passed to confer any particular power on a company or its directors.

(4)  This section does not authorise a company to carry on any business or activity in breach of—

(a)  any enactment prohibiting or restricting the carrying on of the business or activity; or

(b)  any provision requiring any permission or licence for the carrying on of the business or activity.

Restriction of powers

18.      A company shall not—

(a)  carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising; or

(b)  exercise any of its powers in a manner contrary to its articles.

Validity of acts

19.      For the avoidance of doubt, it is declared that no act of a company, including any transfer of property to or by a company, is invalid by reason only that the act or transfer is contrary to its articles or by-laws.

Notice not presumed

20.      No person is affected by, or presumed to have notice or knowledge of, the contents of a document concerning a company by reason that the document has been filed with the Registrar or is available for inspection at any office of the company.

No disclaimer allowed

21.      A company or a guarantor of an obligation of the company may not assert against a person dealing with the company or with any person who has acquired rights from the company—

(a)  that any of the articles or by-laws of the company or any unanimous shareholder agreement has not been complied with;

(b)  a person named in the articles of incorporation as a person who has consented to be a first director of the company or a person named in the most recent notice filed with the Registrar under section 76 is not a director of the company;

(c)  that the place named in the most recent notice filed with the Registrar under section 149 is not the registered office of the company;

(d)  that a person held out by the company as a director, an officer or an agent of the company has not been duly appointed or had no authority to exercise the powers and perform the duties that are customary in the business of the company or usual for such a director, officer or agent;

(e)  that a document issued by any director, officer or agent of the company with actual or usual authority to issue the document is not valid or not genuine; or

(f)   that the financial assistance referred to in section 54 or the sale, lease, or exchange of property referred to in section 125 was not authorised;

except where that person has, or ought to have by virtue of his position with or relationship to the company, knowledge to the contrary.

Effect of articles and by-laws

22.      (1) The articles and by-laws of a company have no effect to the extent that they contravene, or are inconsistent with this Act.

(2) Subject to this Act, the articles and by-laws of a company are binding as between—

(a)  the company and each shareholder; and

(b)  shareholders.

Contracts of company

23.      (1) A contract made according to this section on behalf of a company—

(a) is in form effective in law and binds the company and the other party to the contract; and

(b) may be varied or discharged in the like manner that it is authorised by this section to be made.

(2)  A contract that, if made between individuals, would, by law, be required to be in writing under seal may be made on behalf of a company in writing under seal.

(3)  A contract that, if made between individuals, would, by law, be required to be in writing or to be evidenced in writing by the parties to be charged thereby may be made or evidenced in writing signed in the name or on behalf of the company.

(4)  A contract that, if made between individuals, would, by law, be valid although made orally only and not reduced to writing may be made orally on behalf of the company.

Bills and notes

24.      A bill of exchange or promissory note is presumed to have been made, accepted or endorsed, on behalf of a company, if made, accepted or endorsed in the name of the company or if expressed to be made, accepted or endorsed on behalf or on account of the company.

Power of attorney

25.      (1) A company may, by writing under seal, empower any person, generally or in respect of any specified matter, as its attorney to execute deeds on its behalf in any place within or outside Anguilla.

(2) A deed signed by a person empowered as provided in subsection (1) binds the company and has the same effect as if it were under the company’s seal.

Company seals

26.      (1) A company may have a common seal with its name engraved on it in legible characters but, except when required by any enactment to use its common seal, the company may use its common seal or any other form of seal for the purpose of sealing any document.

(2)  If authorised by its by-laws, a company may have for use in any country other than Anguilla or for use in any district or place not situated in Anguilla, an official seal, that shall be a facsimile of the common seal of the company with the addition on its face of the name of every country, district or place where it is to be used.

(3)  Every document to which an official seal of the company is duly affixed binds the company as if it had been sealed with the common seal of the company.

(4)  A company may, by an instrument in writing under its common seal, authorise any person appointed for that purpose to affix the company’s official seal to any document to which the company is party in the country, district or place where its official seal can be used.

(5)  Any person dealing with an agent appointed under subsection (4) in reliance on the instrument conferring the authority may assume that the authority of the agent continues during the period, if any, mentioned in the instrument, or, if no period is so mentioned, until that person has actual notice of the revocation or determination of the authority.

(6) A person who affixes an official seal of a company to a document shall, by writing under his hand, certify on the document the date on which, and the place at which, the official seal is affixed.

Company without shareholders

27.      If at any time a company does not have at least one shareholder, any person doing business in the name of or on behalf of the company is personally liable for the payment of the debts of the company contracted during the time and the person may be sued for the debts without joinder in the proceedings of any other person.

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