25.     Capacity and powers

            (1) Subject to this Act, any other enactment, and the general law, a company has, both within and outside Botswana-

     (a)     full capacity to carry on or undertake any business or activity, do any act which it may by law do, or enter into any transaction; and

     (b)     for the purposes of paragraph (a), full rights, powers and privileges.

            (2) The constitution of a company may contain a provision relating to the capacity, rights, powers, or privileges of the company if the provision restricts the capacity of the company or those rights, powers and privileges.

26.     Validity of actions

            (1) If the constitution of a company sets out the objects of a company, there is deemed to be a restriction in the constitution on carrying on any business or activity that is not within those objects, unless the constitution expressly provides otherwise.

            (2) If the constitution of a company provides for any restriction on the business or activities in which the company may engage-

     (a)     the capacity and powers of the company shall not be affected by that restriction; and

     (b)     no act of the company and no contract or other obligation entered into by the company and no transfer of property to or by the company is invalid by reason only that it was done in contravention of that restriction.

            (3) Subsection (2) does not limit-

     (a)     section 165, relating to interdicts to restrain conduct by a company that would contravene its constitution;

     (b)     section 166 relating to derivative actions by directors and shareholders;

     (c)     section 170 relating to actions by shareholders of a company against the directors; or

     (d)     section 172 relating to actions by shareholders to require the directors of a company to take action under the constitution or this Act.

27.     Dealings between company and other persons

            (1) A company or a guarantor of an obligation of a company may not assert against a person dealing with the company or with a person who has acquired property, rights, or interests from the company that-

     (a)     this Act (in so far as it provides for matters of company meetings and internal procedure) or the constitution of the company has not been complied with; or

     (b)     a person named as a director or secretary of the company in the most recent notice received by the Registrar under section 155-

           (i)       is not a director or secretary of a company,

          (ii)       has not been duly appointed, or

          (iii)       does not have authority to exercise a power which a director or secretary of a company carrying on business of the kind carried on by the company customarily has authority to exercise;

     (c)     a person held out by the company as a director, secretary, employee, or agent of the company-

           (i)       has not been duly appointed, or

          (ii)       does not have authority to exercise a power which a director, secretary, employee, or agent of a company carrying on business of the kind carried on by the company customarily has authority to exercise;

     (d)     a person held out by the company as a director, secretary, employee, or agent of the company with authority to exercise a power which a director, secretary, employee, or agent of a company carrying on business of the kind carried on by the company does not customarily have authority to exercise, does not have authority to exercise that power; or

     (e)     a document issued on behalf of a company by a director, secretary, employee, or agent of the company with actual or usual authority to issue the document is not valid or not genuine, unless the person has, or ought to have, by virtue of his position with or relationship to the company, knowledge of the matters referred to in any of paragraphs (a), (b), (c), (d), or (e), as the case may be, of this subsection and in that case subsection (3) applies.

            (2) Subsection (1) of this section applies even though a person of the kind referred to in paragraphs (b) to (e) of that subsection acts fraudulently or forges a document that appears to have been signed on behalf of the company, unless the person dealing with the company or with a person who has acquired property, rights, or interests from the company has actual knowledge of the fraud or forgery.

            (3) Where the person dealing with the company has, by virtue of his position with or relationship with the company, knowledge of any of the matters referred to in paragraphs (a), (b), (c), (d), or (e) of subsection (1), the company shall not be precluded from asserting against that person that the state of the particular matter of which that person has knowledge in fact accords with the knowledge of that person.

            (4) A person is a person who is "dealing with the company" for the purposes of this section if that person is a party to any transaction or other act to which the company is a party.

28.     No constructive notice

            No person shall be deemed to have notice or knowledge of the contents of the constitution of, or any other document relating to, a company by reason only of the fact that the constitution or document has been registered by the Registrar; or it is available for inspection at an office of the company.