{
  "url": "https://openlegislation.uk/companies-northern-ireland-order-1986-revoked/article-45",
  "json_url": "https://openlegislation.uk/companies-northern-ireland-order-1986-revoked/article-45.json",
  "legislation": "nisi/1986/1032",
  "legislation_title": "The Companies (Northern Ireland) Order 1986 (revoked)",
  "legislation_url": "https://openlegislation.uk/companies-northern-ireland-order-1986-revoked",
  "path": "article/45",
  "kind": "article",
  "number": "45",
  "heading": "A company's capacity not limited by its memorandum",
  "text": "(1) The validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything in the company's memorandum.\n(2) A member of a company may bring proceedings to restrain the doing of an act which but for paragraph (1) would be beyond the company's capacity; but no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.\n(3) It remains the duty of the directors to observe any limitations on their powers flowing from the company's memorandum; and action by the directors which but for paragraph (1) would be beyond the company's capacity may only be ratified by the company by special resolution.\nA resolution ratifying such action shall not affect any liability incurred by the directors or any other person; relief from any such liability must be agreed to separately by special resolution.\n(4) The operation of this Article is restricted by Article 9A of the Charities (Northern Ireland) Order 1987 in relation to companies which are charities; and Article 330A below (invalidity of certain transactions to which directors or their associates are parties) has effect notwithstanding this Article.",
  "extent": "N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "C",
      "label": "C1",
      "text": "Art. 45 restricted (prosp.) by Charities Act (Northern Ireland) 2008 (c. 12), ss. 97(1), 185(1)"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/nisi/1986/1032/article/45",
    "retrieved_at": "2026-10-29T04:48:35.100869+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}