Section 18Part 4 — Members and Managers
Lack of capacity or power; ultra vires
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No act of a limited liability company and no dis position of real or personal property to or by a limited liability company shall be invalid by reason only of the fact that the limited liability company was without capacity or power to perform the act or to dispose of or receive the property, but the lac k of capacity or power may be asserted —
in proceedings by a member or manager against the limited liability company to prohibit the performance of an act, or the disposition of real or personal property by or to the limited liability company; or
i n proceedings by the limited liability company, whether acting directly or through a liquidator or other legal representative or through members or managers of the company in a representative capacity, against the incumbent or former members or managers of the company for loss or damage through their unauthorised act.