Marginal note:Capacity of a corporation

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

• Marginal note:Activities

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

• Marginal note:Extra-territorial capacity

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

Marginal note:Powers of a corporation

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

• Marginal note:Restricted activities or powers

  (2) A corporation shall not carry on any activities or exercise any power 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.

Marginal note:No constructive notice

18. 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 person can examine it under section 279 or at an office of the corporation.

Marginal note:Authority of directors, officers, agents and mandataries

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

  • (a) the articles, the by-laws or any unanimous member agreement has not been complied with;

  • (b) the individuals named in the last notice that was sent by the corporation in accordance with section 128 or 134 and received by the Director are not the directors of the corporation;

  • (c) the place named in the last notice accepted by the Director under section 20 is not the registered office of the corporation;

  • (d) a person held out by a corporation as a director, an officer, an agent or a 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 activities of the corporation or usual for a director, an officer, an agent or a 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 not genuine; or

  • (f) a sale, a lease or an exchange of property referred to in subsection 214(1) 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.