| Commentary

43 Duty to act within powers

| Commentary

B: THE GENERAL DUTIES

43 Duty to act within powers

A director of a company must act in accordance with the company’s constitution, and only exercise powers for the purposes for which they are conferred1. For this purpose, the company’s constitution includes not only its articles of association and any resolutions and agreements affecting the constitution2 but also any decisions taken in accordance with the company’s articles, those resolutions or agreements, or by the shareholders (or a class of them) in circumstances where they are to be treated as decisions of the company by virtue of any enactment or rule of

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