In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company's constitution.
For this purpose—
a person "deals with" a company if he is a party to any transaction or other act to which the company is a party,
a person dealing with a company—
is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so,
is presumed to have acted in good faith unless the contrary is proved, and
is not to be regarded as acting in bad faith by reason only of his knowing that an act is beyond the powers of the directors under the company's constitution.
The references above to limitations on the directors' powers under the company's constitution include limitations deriving—
from a resolution of the company or of any class of shareholders, or
from any agreement between the members of the company or of any class of shareholders.
This section does not affect any liability incurred by the directors, or any other person, by reason of the directors' exceeding their powers.
This section has effect subject to—
section 41 (transactions with directors or their associates), and
section 42 (companies that are charities).