Article C: Liability of Company for Acts of Organs
53. (a) The company shall be directly liable in
tort for any civil wrong committed by one of its organs.
(b) Nothing in the
provisions of subsection (a) shall derogate from the company’s vicarious
liability in tort under any law.
Liability of company in tort
Article D: Liability of Individuals in an Organ
54. (a) Attribution of an act or intention of an
organ to a company shall not derogate from the personal liability that
individuals in such organ would have borne but for such attribution.
(b) In addition to the
provisions of section 6, the court may attribute the rights and obligations of a
company to individuals in various organs if the conditions prescribed for
lifting the veil in section 6(c) have been fulfilled,
mutatis mutandis, or if a condition prescribed in any enactment for
attributing rights and obligations as aforesaid has been fulfilled.
in an organ
Article E: Avoidance of Unauthorized Acts
55. (a) A company, or anyone acting on behalf of a
company, shall not perform any act that constitutes a departure from the objects
laid down in the articles of association and shall not perform an unauthorized
act or an act that goes beyond any authorization.
(b) Where an act under
subsection (a) has been performed, or where there is reason to presume that such
an act is about to be performed, the court may, at the request of the company, a
shareholder, or a creditor of the company in respect of whom there is an
apprehension that his rights may be prejudiced, grant an order interrupting or
preventing the act.
Act departing from authorization
56. (a) An act performed for a company which
departs from the objects laid down in its articles of association, or performed
without authorization, or beyond such authorization, shall be invalid in respect
of the company, unless the company approved the act in the ways prescribed in
subsection (b), or if the party in respect of whom the act was performed did not
know and was not expected to have known of the departure or of the lack of
(b) Ex post facto
confirmation by a company of an act which departs from the objects prescribed by
its articles of association shall be granted by the general meeting; such
confirmation relating to an unauthorized act or an act which departs from a
given authorization shall be granted by the organ empowered to issue such
(c) Confirmation referred
to in subsection (b) shall not prejudice any right acquired by another person
for value prior to grant of the confirmation.
Act departing from objects or without authorization
Chapter 2: The General Meeting
Article A: Powers of the General Meeting
57. Resolutions of the company in respect of the
following matters shall be passed by the general meeting:
(1) alterations in the
articles of association as referred to in section 20;
(2) exercise of the
powers of the board of directors in accordance with the provisions of section
(3) appointment of the
company’s auditor, his conditions of employment and termination of his
employment in accordance with the provisions of sections 154 to 167;
(4) appointment of
External Directors in accordance with the provisions of section 239;
(5) confirmation of acts
and transactions requiring confirmation of the general meeting under the
provisions of sections 255 and 268 to 275;
(6) increase and
reduction of the registered share capital of the company in accordance with the
provisions of sections 286 and 287;
(7) merger referred to in
Powers conferred on the general
58. (a) A company may not contract out of the
provisions of section 57.
(b) A company may add
matters to its articles of association, where resolutions in that respect shall
have been passed by the general meeting; however, the transfer of powers in the
articles of association to the general meeting, in respect of matters where
power was conferred on another organ in this Law without any possibility of
contracting out in respect of such matters in the articles of association, shall
be effected in accordance with the provisions of section 50.
59. The annual general meeting shall appoint the
directors, unless provided otherwise in the articles of association.