Section 45 CAMA 2020
Section 45 Companies and Allied Matters Act is about Effect of reliance on restrictions in the memorandum. It is under Chapter 1 (Capacity and Powers of Companies) of PART B (INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS) of the Act.
Effect of reliance on restrictions in the memorandum
(1) Where there is provision in the memorandum of association of a company restricting the powers and capacity of the company to carry on its authorised business or object, the restriction may be relied on and have effect only for the purpose of proceedings—
(a) against the company by a director or member of the company, or where the company has issued debentures secured by a floating charge over all or any of the company’s property, by the holder of any of the debentures or the trustee for the holders of the debentures ;
(b) by the company or a member of the company against the present or former officers of the company for failure to observe any such restriction;
(c) by the Commission or a member of the company to wind up the company ; or
(d) for the purpose of restraining the company or other person from acting in breach of the memorandum or directing the company or such person to comply with the same.
(2) A person may not in the proceedings referred to in subsection (1) (a), (b) or (c), rely on a restriction of the power or capacity of the company contained in the memorandum in any case where he voted in favour of, or expressly or by conduct agreed to the doing of an act by the company or the conveyance by or to the company of property which, it is alleged in the proceedings, was or would be contrary to the restriction.
