Section 150 - Presumption of regularity

(1) A person having dealings with a company or with any other person who derives title under the company is entitled to assume that,

(a) the company has been duly incorporated under this Act;

(b) a person described in the particulars filed with the Registrar pursuant to sections 13 and 216 as a director, managing director or Company Secretary of the company, or represented by the company, acting through the members in general meeting, board of directors, or managing director, as an officer or agent of the company, has been duly appointed and has authority to exercise the powers and perform the duties customarily exercised or performed by a director, managing director, or Company Secretary of a company carrying on business of the type carried on by the company or customarily exercised or performed by an officer or agent of the type concerned;

(c) the Company Secretary, and any other officer or agent of the company having authority to issue documents or certified copies of documents on behalf of the company has authority to warrant the genuineness of the documents or the accuracy of the copies so issued; or

(d) a document has been duly authenticated by the company if it

(i) bears what purports to be the seal of the company attested by what purports to be the signatures of two persons who, in accordance with paragraph (b), can be assumed to be a director and the Company Secretary of the company; or

(ii) is certified by what purports to be the signatures of two directors and the Company Secretary of the company

and the company and those deriving title under the document are estopped from denying the truth of that assumption.

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

(a) a person is not entitled to make any of those assumptions if that person had actual knowledge to the contrary or if, having regard to the position with, or relationship to, the company, that person ought to have known the contrary; or

(b) a person is not entitled to assume that any one or more of the directors of the company has or have been appointed to act as a committee of the board of directors or that an officer or agent of the company has the authority of the company by reason only that the constitution of the company provides that authority to act in the matter, may be delegated to a committee or to an officer or agent.