(1) Subject to subsection (2), notwithstanding anything contained in its constitution a company shall have, whether acting inside or outside of the State—

  1. full and unlimited capacity to carry on and undertake any business or activity, do any act or enter into any transaction; and
  2. for the purposes of paragraph (a), full rights, powers and privileges.

(2) Nothing in subsection (1) shall relieve a company from any duty or obligation under any enactment or the general law.


DJEI Commentary 

Section 38 is a new section, which effectively provides that a private company limited by shares has the same full legal capacity as a natural person, and therefore the doctrine of ultra vires no longer applies to such a company. Subsection (1) provides that a company shall have the capacity to carry on and undertake any business activity, do any act or enter into any transaction and for these purposes it is given full rights, powers and privileges. Subsection (2) is a safeguard provision stating that private companies are not relieved from their duties or obligations under any enactment or the general law as a result of subsection (1).