20 Separate legal entity
A company is a legal entity in its own right separate from its members and continues in existence until it is dissolved.
(1) Notwithstanding any provision to the contrary included in its memorandum or articles, a company has (irrespective of corporate benefit and irrespective of whether or not it is in the best interests of the company to do so), unlimited capacity to carry on or undertake any business or activity, to do, or to be subject to, any act or to enter into any transaction.
(2) No act of a company and no transfer of an asset by or to a company is beyond its capacity by reason only of the fact that a company has purported to restrict its capacity in any way, whether pursuant to its memorandum or articles or otherwise.
(3) Without limiting subsection (1), the capacity of a company includes the capacity to do any of the following-
(a) unless it is a company limited by guarantee or an unlimited company without shares-
(i) to issue and cancel shares;
(ii) to grant options over unissued shares in the company, and
(iii) to issue securities that are convertible into shares;
(b) to issue debentures; and
(c) to guarantee a liability or obligation of any person and secure any of such person’s obligations by mortgage, pledge, charge or other encumbrance, of any of its assets for that purpose.