Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Act current to 2012-05-02 and last amended on 2011-11-29. Previous Versions

PART III

CAPACITY AND POWERS

Marginal note:Capacity of a corporation

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

  • Marginal note:Idem

    (2) A corporation may carry on business throughout Canada.

  • Marginal note:Extra-territorial capacity

    (3) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of such jurisdiction permit.

  • R.S., 1985, c. C-44, s. 15;
  • 2011, c. 21, s. 14(F).
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Marginal note:Powers of a corporation

  • 16. (1) It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors.

  • Marginal note:Restricted business or powers

    (2) A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles.

  • Marginal note:Rights preserved

    (3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

  • 1974-75-76, c. 33, s. 16;
  • 1978-79, c. 9, s. 1(F).
Marginal note:No constructive notice

17. No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed by the Director or is available for inspection at an office of the corporation.

  • 1974-75-76, c. 33, s. 17;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Authority of directors, officers and agents

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

    • (a) the articles, by-laws and any unanimous shareholder agreement have not been complied with;

    • (b) the persons named in the most recent notice sent to the Director under section 106 or 113 are not the directors of the corporation;

    • (c) the place named in the most recent notice sent to the Director under section 19 is not the registered office of the corporation;

    • (d) a person held out by a corporation as a director, officer, agent or mandatary of the corporation 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 corporation or usual for a director, officer, agent or mandatary;

    • (e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; or

    • (f) a sale, lease or exchange of property referred to in subsection 189(3) was not authorized.

  • Marginal note:Exception

    (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 corporation.

  • R.S., 1985, c. C-44, s. 18;
  • 2001, c. 14, s. 8;
  • 2011, c. 21, s. 15(E).
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