... power to bind a company in transactions with third parties. These powers, which are conferred upon the directors collectively, while acting as a body, are subject to a double limitation. First, the directors may not act outside the objects of the company, as set out in the memorandum of association (capacity, ultra vires) and, second, they can only exercise those powers which have been delegated to them by the company under the articles of association (authority). If they exceed these powers, the transaction may, nevertheless, in certain circumstances be enforced against the company by a third party who has acted in good faith. In addition, these acts, provided that they are intra vires the company, may always be ratified by the company. Transactions that are ultra vires, ie outside the objects of the company, are void and cannot be ratified by the company even with the unanimous consent of its ...

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