Canada Business Corporations Act

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.