(1) For the purposes of any question whether a transaction fails to bind a company because of an alleged lack of authority on the part of the person who exercised (or purported to exercise) the company's powers, the following, namely -
(a) the board of directors of the company; and
(b) any registered person,
shall each be deemed to have authority to exercise any power of the company and to authorise others to do so.
(2) Subsection (1) applies regardless of any limitations in the company's constitution on the board's authority or a registered person's authority, but subject to subsections (5) and (8).
(3) Subsection (1) is not to be read as preventing the exercise of a company's powers otherwise than by the board, a registered person or a person authorised by the board or by a registered person, where authority for that exercise exists.
(4) Subsection (1) does not affect -
(a) a director's duties (including a director's duty to observe any limitations in the company's constitution on t
…