Marginal note:Application of Act

12. This Act applies to every body corporate

• (a) that is incorporated or continued under this Act,

• (b) to which the Trust Companies Act applied immediately before the coming into force of this section, or

• (c) to which the Loan Companies Act applied immediately before the coming into force of this section,

and that is not discontinued under this Act.

Marginal note:Conflicting provisions

13. Where there is a conflict or inconsistency between a provision of this Act and a provision of the incorporating instrument of a former-Act company, the provision of this Act prevails.

Marginal note:Corporate powers

• 14. (1) A company has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person.

• Marginal note:Powers restricted

  (2) A company shall not carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act.

• Marginal note:Business in Canada

  (3) A company may carry on business throughout Canada.

• Marginal note:Powers outside Canada

  (4) Subject to this Act, a company has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

Marginal note:No invalidity

15. 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 the company’s incorporating instrument or this Act.

Marginal note:By-law not necessary

16. It is not necessary for a company to pass a by-law in order to confer any particular power on the company or its directors.

Marginal note:No personal liability

17. The shareholders of a company are not, as shareholders, liable for any liability, act or default of the company except as otherwise provided by this Act.

Marginal note:No constructive notice

18. No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a company by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at a branch of the company.

Marginal note:Authority of directors and officers

• 19. (1) No company and no guarantor of an obligation of a company may assert against a person dealing with the company or against a person who has acquired rights from the company that

  • (a) the company’s incorporating instrument or any by-laws of the company have not been complied with;

  • (b) the persons named as directors of the company in the most recent return sent to the Superintendent under section 499 are not the directors of the company;

  • (c) the place named in the incorporating instrument or by-laws of the company is not the place where the head office of the company is situated;

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

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

• Marginal note:Exception — knowledge

  (2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the company.