Section 147 - Acts of the company

(1) An act of the members in general meeting, of the board of directors, or of a managing director while carrying on in the usual way the business of the company, is the act of the company; and accordingly, the company is criminally and civilly liable for that act to the same extent as if the company were a natural person.

(2) For the purposes of subsection (1),

(a) the company does not incur civil liability to a person if that person had actual knowledge at the time of the transaction in question that the general meeting, board of directors, or managing director, did not have the power to act in the matter or had acted in an irregular manner or if, having regard to the position with, or relationship to, the company, that person ought to have known of the absence of the power or of the irregularity; or

(b) if in fact a business is being carried on by the company, the company shall not escape liability for acts undertaken in connection with that business merely because, the business in question was not among the businesses authorised by the constitution of the company.