Companies Act 2014 section 135

Validity of acts of director or secretary

Section 135 deals with the legal validity of actions carried out by directors or secretaries, even where defects in their appointment or qualification are later discovered.

• Any acts performed by a director or secretary remain legally valid despite later discovery of defects in their appointment or qualification.
• This protection applies to both directors and secretaries, extending the scope of the earlier Companies Act 1963 provision which covered directors only.
• Where persons are held out as, and act as, directors or secretaries without objection from shareholders, outsiders are entitled to assume they hold those positions validly.
• Third parties dealing with a company are entitled to assume that all matters of internal management and appointment have been properly complied with.