AI Summary of 39. Registered person
Where a company's board authorises a person as entitled to bind the company (other than an authorisation restricted to particular transactions or classes), the company may notify the Registrar in the prescribed form and the Registrar shall register the authorisation. A person whose authorisation is so registered is a "registered person" under this Act; unqualified references to a "registered person" mean a person authorised by the board for the provision in which the expression appears. If the board revokes a notified authorisation, the person remains a registered person until the company notifies the Registrar of the revocation.
References to a person's entitlement to bind the company mean authority to exercise any power of the company and to authorise others to do so. For these purposes "power of the company" does not include (a) any power of management exercisable by the board (distinct from the board's power to enter into transactions with third parties), or (b) any power required by this Act to be exercised otherwise than by the board. The provisions of a company's constitution as to office or powers are not, in themselves, to be taken as board authorisation.
39. Registered person
(1) Where the board of directors of a company authorises any person as being a person entitled to bind the company (not being an entitlement to bind that is, expressly or impliedly, restricted to a particular transaction or class of transactions), the company may notify the Registrar in the prescribed form of the authorisation and the Registrar shall register the authorisation.
(2) A person so authorised, where his or her authorisation is registered in the foregoing manner, is referred to in this Act as a "registered person"; where, in a provision of this Act, that expression appears without qualification, it shall be taken as a reference to a registered person authorised by the board of the directors of the company to which the provision falls to be applied.