Authority of directors, officers and agents in Alberta Corporations

A corporation, a guarantor of an obligation of the corporation or a person claiming through the corporation may not assert against a person dealing with the corporation or dealing with any person who has acquired rights from the corporation

(a) that the articles, bylaws or any unanimous shareholder agreement have not been complied with,
(b) that the persons named in the most recent notice filed by the Registrar under section 106 or 113 are not the directors of the corporation,
(c) that the place named as the registered office in the most recent notice filed by the Registrar under section 20 is not the registered office of the corporation,
(d) that the post office box designated as the address for service by mail in the most recent notice filed by the Registrar under section 20 is not the address for service by mail of the corporation,

(e) that a person held out by the corporation as a director, an officer or an agent of the corporation

(i) has not been duly appointed, or
(ii) has no authority to exercise a power or perform a duty that the director, officer or agent might reasonably be expected to exercise or perform,

(f) that a document issued by any director, officer or agent of the corporation with actual or usual authority to issue the document is not valid or not genuine, or
(g) that financial assistance referred to in section 45 or a sale, lease or exchange of property referred to in section 190 was not authorized, unless the person has, or by virtue of the person’s position with or relationship to the corporation ought to have, knowledge of those facts at the relevant time.

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