Document ID: chunk:federal_register_of_legislation:C2004A03231:body:0:p29
Version: federal_register_of_legislation:C2004A03231
Segment Type: other
Provision Reference: 
Character Range: 72618–75294

operation on 1 January 1984:
     (a) the heading to this Division, as amended by section 46 of the Companies and Securities Legislation (Miscellaneous Amendments) Act 1985;
     (b) sections 66b and 66c of this Act;
     (c) sections 67 and 68 of this Act, as amended by sections 48 and 49, respectively, of that Act.

Interpretation
"66b. In this section and in sections 66c, 67 and 68—
     (a) a reference to a company is a reference to a company whether incorporated before, on or after 1 January 1984;
     (b) a reference to the doing of an act by a company includes a reference to the making of an agreement by the company and a reference to a transfer of property to or by the company;
     (c) a reference to a restriction on, or a prohibition of, the exercise by a company of any of its powers, being a restriction or prohibition contained in the rules of the company, is, in the case of a company incorporated before 1 January 1984, a reference to such a restriction or prohibition whether or not the restriction or prohibition was so contained immediately before that day;
     (d) a reference to legal capacity includes a reference to powers; and
     (e) a reference to the rules of a company is a reference to the memorandum and articles of the company.

Object of sections 67 and 68
"66c. The object of sections 67 and 68 is—
     (a) to abolish the doctrine of ultra vires in its application to companies; and
     (b) without affecting the validity of the dealings of a company with outsiders, to ensure that provisions of the rules of a company relating to objects or powers of the company are given effect to by the company's officers and members,
and those sections shall be construed, and have effect, accordingly.".

Legal capacity
48. Section 67 of the Principal Act is amended—
     (a) by omitting from sub-section (1) all the words from and including "Subject to" to and including "has power—" and substituting "A company has, both within and outside the Territory, the legal capacity

    of a natural person and, without limiting the generality of the foregoing, has, both within and outside the Territory, power—"; and
     (b) by omitting sub-sections (2), (3) and (4) and substituting the following sub-sections:
    "(2) Sub-section (1) has effect in relation to a company—
         (a) subject to this Act (other than sub-section 68 (1));
         (b) in a case where the rules of the company 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