29. Capacity of Company

(1) A Company has the capacity, rights and privileges of a natural person.

(2) The validity of an act done by a Company must not be called into question on the ground of lack of capacity because of anything in its Articles of Association.

(3) Without limiting subsection (2), a Person acting in good faith in dealing with the Company is not affected by any limitations in its Articles of Association relating to its Directors’ powers to bind the Company or authorise another Person to bind the Company.

30. Form of contracts

A Person acting under the express or implied authority of a Company may make, vary, revoke or discharge a contract, or sign an instrument, on behalf of the Company in the same way as if the contract were made, varied, revoked or discharged, or the instrument signed, by a natural person.

31. Pre-incorporation contracts

(1) A contract that purports to be made by or on behalf of a Company before its incorporation has effect as a contract made with the Person purporting to act for or on behalf of the Company, and that Person is personally liable on the contract and entitled to the benefits of the contract unless subsection (2) applies.

(2) The Company may, within the period specified in the contract or, if no period is specified, within a reasonable time after the Company is incorporated, adopt the contract by act or conduct signifying its intention to be bound by the contract. If the Company adopts the contract:

• (a) the Company is bound by the terms of the contract and is entitled to its benefits; and
• (b) the Person who purported to act for or on behalf of the Company before its incorporation ceases to be bound by the contract or to be entitled to its benefits.

32. Participation in Holding Company

(1) A Body Corporate cannot be a Shareholder of a Company that is its Holding Company, unless subsection (2) applies. An Allotment or transfer of Shares in a Company to its Subsidiary is void, except to the extent otherwise provided in this section.

(2) If a Subsidiary is, when it becomes a Subsidiary, a Shareholder of its Holding Company, the Subsidiary may continue to be a Shareholder of its Holding Company for 1 year after the day it becomes a Subsidiary, if either:

• (a) both of the following subparagraphs are satisfied:

(i) it has no right to vote at meetings of the Holding Company or a class of its Shareholders;

(ii) it does not acquire further Shares in the Holding Company except on an Allotment of Shares to all Shareholders, in proportion to the number of Shares held by the Shareholders immediately before the Allotment, by way of bonus issue; or

• (b) it is a Shareholder in its Holding Company only as a Personal Representative or trustee.

(3) Subsection (1) also applies to a nominee acting on behalf of the Subsidiary as if the nominee were the Subsidiary itself.