Marginal note:Conflicting provisions

14. Where there is a conflict or inconsistency between a provision of this Act and a provision of the incorporating instrument of a former-Act company or former-Act society, the provision of this Act prevails.

Marginal note:Corporate powers

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

• Marginal note:Powers restricted

  (2) Neither a company nor a society shall carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act.

• Marginal note:Business in Canada

  (3) A company or society may carry on business throughout Canada.

• Marginal note:Powers outside Canada

  (4) Subject to this Act, a company or society has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

Marginal note:No invalidity

16. No act of a company or society, including any transfer of property to or by a company or society, is invalid by reason only that the act or transfer is contrary to the company’s or society’s incorporating instrument or this Act.

Marginal note:By-law not necessary

17. It is not necessary for a company to pass a by-law in order to confer any particular power on the company or its directors.

Marginal note:No personal liability

• 18. (1) The shareholders and participating policyholders of a company are not, as shareholders or policyholders, liable for any liability, act or default of the company except as otherwise provided by this Act.

• Marginal note:Idem

  (2) The members of a society are not, as members, liable for any liability, act or default of the society except as otherwise provided by this Act.

Marginal note:No constructive notice

19. No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a company or society by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at an office of the company or society.

Marginal note:Authority of directors and officers

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

  • (a) the company’s or society’s incorporating instrument or any by-laws of the company or society have not been complied with;

  • (b) the persons named as directors of the company or society in the most recent return sent to the Superintendent under section 549 or 668 are not the directors of the company or society;

  • (c) the place named in the incorporating instrument or by-laws of the company or society is not the place where the head office of the company or society is situated;

  • (d) a person held out by the company or society as a director, officer or representative of the company or society 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 company or society or usual for a director, officer or representative; or

  • (e) a document issued by any director, officer or representative of the company or society with actual or usual authority to issue the document is not valid or not genuine.

• Marginal note:Exception — knowledge

  (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 company or society.