Trust and Loan Companies Act

Marginal note:Authority of directors and officers

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

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

  • (b) the persons named as directors of the company in the most recent return sent to the Superintendent under section 499 are not the directors of the company;

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

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

  • (e) a document issued by any director, officer or representative of the company 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.