Section 18
of International Business Companies Order, 2000
Section 18
(1)
No act of an IBC and no transfer of property of any description by or to an IBC shall be invalid by reason only of the fact that the IBC was without capacity or power to perform the act, or to transfer or receive the property; but the lack of capacity or power may be pleaded in the following cases –
(a)
in proceedings by a member against the IBC to prohibit the performance of any act or the transfer of property of any description by or to the IBC;
or
(b)
in proceedings by the IBC, whether acting directly or through a receiver, trustee or other legal representative, or through members in a derivative action, against any present or former directors of the IBC for loss or damage due to their wilful unauthorised act or gross negligence.
(2)
For the purposes of subsection (1)(a), the Court may set aside and prohibit the performance of a contract if –
(a)
the unauthorised act or transfer sought to be set aside or prohibited is being, or is to be, performed or made under any contract to which the
IBC is a party;
(b)
all the parties to the contract are parties to the proceedings; and
(c)
it appears fair and reasonable to set aside or prohibit the performance of the contract,
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
29
BLUV as at 20th June 2017
and, in doing so, the Court may, in applying this subsection, award to the IBC or to the other parties to the contract such compensation as may be reasonable, except that, in determining the amount of compensation the Court shall not take into account anticipated profits to be derived from the performance of the contract.
Requirement to maintain conditions of IBC.