Section 28Part 2 — Constitution and Incorporation of Companies and Associations
Lack of capacity or power; ultra vires
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No act of a company and no disposition of real or personal property to or by a company shall be invalid by reason only of the fact that the company was without capacity or power to perform the act or to disp ose of or receive the property, but the lack of capacity or power may be asserted —
in proceedings by a member or a director against the company to prohibit the performance of any act, or the disposition of real or personal property by or to the company; and
in proceedings by the company, whether acting directly or through a liquidator or other legal representative or through members of the company in a representative capacity, against the incumbent or former officers or directors of the company for loss or damage through their unauthorised act.
This section applies to companies incorporated before, on or after the 18th day of January, 1988.