Document ID: chunk:federal_register_of_legislation:C2004A03231:body:0:p30
Version: federal_register_of_legislation:C2004A03231
Segment Type: other
Provision Reference: 
Character Range: 75046–77779

contain an express or implied restriction on, or an express or implied prohibition of, the exercise by the company of any of its powers— notwithstanding any such restriction or prohibition;
         (c) in a case where the memorandum of the company contains a provision stating the objects of the company—notwithstanding that fact; and
         (d) notwithstanding sub-section 68 (1).
    "(3) The fact that the doing of an act by a company would not be, or is not, in the best interests of the company does not affect the legal capacity of the company to do the act.".

Restrictions on companies
49. Section 68 of the Principal Act is amended—
     (a) by omitting sub-sections (1) to (5) (inclusive) and substituting the following sub-sections:
    "(1a) The rules of a company may contain an express restriction on, or an express prohibition of, the exercise by the company of a power of the company.
    "(1) Where—
         (a) a company exercises a power contrary to an express restriction on, or an express prohibition of, the exercise of that power, being a restriction or prohibition contained in the rules of the company; or
         (b) the memorandum of a company contains a provision stating the objects of the company and the company does an act otherwise than in pursuance of those objects,
    the company contravenes this sub-section.
"(2) Where an officer of a company is in any way, by act or omission, directly or indirectly, knowingly concerned in or party to a contravention by the company of sub-section (1), the officer contravenes this sub-section.
"(3) A company that contravenes sub-section (1), or an officer of a company who contravenes sub-section (2), is not guilty of an offence by virtue of this section or section 570.

    "(4) Where, by exercising a power as mentioned in paragraph (1) (a), or by doing an act as mentioned in paragraph (1) (b), a company contravenes sub-section (1), the exercise of the power, or the act, as the case may be, is not invalid by reason only of the contravention.
    "(5) An act of an officer of a company is not invalid by reason only that, by doing the act, the officer contravenes sub-section (2).";
     (b) by omitting paragraphs (6) (a) and (b) and substituting the following paragraphs:
         "(a) by exercising a power as mentioned in paragraph (1) (a), or by doing an act as mentioned in paragraph (1) (b), a company contravened, or would contravene, sub-section (1); or
         (b) by doing a particular act, an officer of a company contravened, or would contravene, sub-section (2),";
     (c) by adding at the end of paragraph (6) (f) "to restrain the company from entering into an agreement";
     (d) by inserting in paragraph (6) (g) "(other than