Amendments made: No. 108, in page 107, line 8, leave out subsections (3) to (5) and insert—
'(3) Section 35 of the Companies Act 1985 (capacity of company not limited by its memorandum), and section 35A of that Act (power of directors to bind company) so far as it relates to acts which but for section 35 would be beyond the capacity of the company, do not apply to the acts of a company which is a charity except in favour of a person who—
§ (4) However, where such a company purports to transfer or grant an interest in property, the fact that the act was not permitted by the company's memorandum or, as the case may be, that the directors in connection with the act exceeded any limitation on their powers under the company's constitution, does not affect the title of a person who subsequently acquires 1201 the property or any interest in it for full consideration without actual notice of any such circumstances affecting the validity of the company's act.
§ (5) In any proceedings arising out of subsection (3) the burden of proving—
- (a) that a person knew that an act was not permitted by the company's memorandum or was beyond the powers of the directors, or
- (b) that a person knew that the company was a charity, lies on the person making that allegation.'.
No. 109, in page 107, line 32, after 'company,' insert—
'(cc) in all conveyances purporting to be executed by the company.'.
No. 110, in page 107, line 33, at end insert—
'(6A) In subsection (6)(cc) "conveyance" means any document for the creation, transfer, variation or extinction of an interest in land.'.
No. 111, in page 115, line 33, leave out from 'section' to end of line 35 and insert
'388A (dormant company exempt from obligation to appoint auditors).'.—[Mr. Redwood.]