Chapter 2: Formation, Administration and Dissolution of Companies
Part B: Incorporation and legal status of companies

s19: Legal status of companies

  • (1) From the date and time that the incorporation of a company is registered, as stated in its registration certificate, the company:
    • (a) is a juristic person, which exists continuously until its name is removed from the companies register in accordance with this Act;
      • (b) has all of the legal powers and capacity of an individual, except to the extent that;
        • (i) a juristic person is incapable of exercising any such power, or having any such capacity; or
          • (ii) the company's Memorandum of Incorporation provides otherwise;
          • (c) is constituted in accordance with;
            • (i) the unalterable provisions of this Act;
              • (ii) the alterable provisions of this Act, subject to any negation, restriction, limitation, qualification, extension or other alteration that is contemplated in an alterable provision, and has been noted in the company's Memorandum of Incorporation; and
                • (iii) any further provisions of the company's Memorandum of Incorporation.
              • (2) A person is not, solely by reason of being an incorporator, shareholder or director of a company, liable for any liabilities or obligations of the company, except to the extent that this Act or the company's Memorandum of Incorporation provides otherwise.
                • (3) If a company is a personal liability company the directors and past directors are jointly and severally liable, together with the company, for any debts and liabilities of the company as are or were contracted during their respective periods of office.
                  • (4) Subject to subsection (5), a person must not be regarded as having received notice or knowledge of the contents of any document relating to a company merely because the document:
                    • (a) has been filed; or
                      • (b) is accessible for inspection at an office of the company.
                      • (5) A person must be regarded as having notice and knowledge of:
                        • (a) any provision of a company's Memorandum of Incorporation contemplated in section 15(2)(b) or (c) if the company's name includes the element "RF"as contemplated in section 11(3)(b), and the company's Notice of Incorporation or a subsequent Notice of Amendment has drawn attention to the relevant provision, as contemplated in section 13(3); and
                          • (b) the effect of subsection (3) on a personal liability company.
                          • (6) If a company has amended its Memorandum of Incorporation, the Memorandum of Incorporation as previously adopted by the company has no force or effect with respect to any right, cause of action or matter occurring or arising after the date on which the amendment took effect.
                            • (7) After a company has changed its name, any legal proceedings that might have been commenced or continued by or against the company under its former name may be commenced or continued by or against it under its new name.

                              Related Sections

                              s11: Criteria for names of companies
                              s13: Right to incorporate company or transfer registration of foreign company
                              s15: Memorandum of Incorporation, shareholder agreements and rules of company

                              Related Regulations

                              No related regulations.

                              Related Notes

                              No related note.

                              Related Forms

                              No related forms.