Revised Laws of Saint Lucia (2021)

21.   No disclaimer allowed

A company or a guarantor of an obligation of the company may not assert against a person dealing with the company or with any person who has acquired rights from the company—

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    (a)     that any of the articles, or bye-laws of the company or any unanimous shareholder agreement has not been complied with;

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    (b)     that the persons named in the most recent notice to the Registrar under section 69 or 77 are not the directors of the company;

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    (c)     that the place named in the most recent notice sent to the Registrar under section 176 is not the registered office of the company;

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    (d)     that a person held out by a company as a director, an officer or an agent of the company has not been duly appointed or had no authority to exercise the powers and perform the duties that are customary in the business of the company or usual for such a director, officer or agent;

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    (e)     that a document issued by any director, officer or agent of the company with actual or usual authority to issue the document is not valid or not genuine; or

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    (f)     that the financial assistance referred to in section 53 or the sale, lease, or exchange of property referred to in section 136 was not authorised;

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    except where that person has, or ought to have by virtue of his or her position with or relationship to the company, knowledge to the contrary.