The following sections set out some of the primary powers of companies, company directors and/or secretaries under the Companies Acts, under secondary legislation and related case law.
Further information on the roles of companies, company directors and/or secretaries can be found in the ODCE Information Books which are available for download at the end of this page.
The capacity of companies other than an LTD are defined in the objects clause of its constitution. The capacity of an LTD is set out in its constitution. The constitution of a company sets out the basic boundaries of legitimate corporate existence under which it operates, such as activity, capacity, finance and internal rules. However, any act carried out by a company cannot be called into question on the grounds of lack of capacity by reason of anything contained in their objects or constitution.
Company Directors' Powers
A company director acts on behalf of the company and their powers are those that the company itself is legally entitled to do. The powers that directors have are those which have been conferred upon them by the company, under Part 4, Chapter 4 of the Companies Act, as well as any other specific powers set out in the company's constitution.
Typically, the constitution of a company provide that the directors may exercise all of the powers of the company which are not required by the Companies Acts or by the constitution to be exercised by the company in a general meeting (i.e. in a meeting of the members). In such circumstances, the delegation to the directors is unrestricted, and they are entitled to do whatever the company is empowered to do.
Company Secretaries' Powers
Every company is required by law to have a company secretary and their statutory duties are defined in company law and the company's constitution. Other duties and powers of the company secretary will largely comprise of those which may be delegated to them by the directors. A company secretary has authority to make contracts in relation to the day to day administration of the company.