2.6.7 Voidability, but not against good faith third partjes

Acts committed in breach of the articles of association or powers of attorney or infringements of the mies on conflict of interest as described above could be held voidable by — and would therefore not be binding on — the company, unless third party rights have intervened. In addition, the director can be held liable.1

For contracts sections 40 and 41 of the Companies Act 2006 apply. These sections clearly provide that notwithstanding any limitation under the articles of association a director binds the company in favour of a person dealing with the company in good faith. Section 40(2)(b) also describes what a good faith third party is and section 41 goes on to make further exceptions to voidability, namely where: