Section 36, The Companies Act, 2009

(1) A company shall not carry on any business notauthorised by its memorandum and shall not exceed the powers conferred upon it by its memorandum or this Act. (2) A breach of subsection (1) may be asserted in any proceedings under subsection (4) or Part XI. (3) Notwithstanding subsection (1), no act of a company and no conveyance or transfer of property to or by a company shall be invalid by reason of the fact that the act, conveyance or transfer was not done or made for the furtherance of any of the authorised business of the company or that the company was otherwise exceeding its objects or powers. (4) On the application of– (a) any member of the company; or (b) the holder of any debenture secured by a floating charge over all or any of the company’s property or by the trustee of the holders of such debentures, the court may prohibit by injunction, the doing of any act or the conveyance or transfer of any property in breach of subsection (1). (5) If the transactions sought to be prohibited in any proceeding under subsection (4) are being, or are to be performed or made pursuant to any contract to which the company is a party, the court may, if it thinks it to be equitable and if all the parties to the contract are parties to the proceedings, set aside and prohibit the performance of the contract, and may allow to the company or to the other parties to the contract compensation for any loss or anticipated profits to be derived from the performance of the contract. (6) In favour of a person dealing with a company in good faith, any transaction decided on by the directors is deemed to be one which is within the capacity of the company to enter into, and the power of the directors to bind the company is deemed to be free of any limitation under the memorandum or articles. incorporation. ultra vires acts. (7) A party to a transaction decided on under subsection (6) is not bound to enquire as to the capacity of the company to enter into it or as to any limitation on the powers of the directors, and is presumed to have acted in good faith unless the contrary is proved. Effect of memorandum and articles