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<h1>Restrictions on Board powers require special resolution for major disposals, specified investments, borrowing limits, and remission of director debts.</h1> The Board must obtain the company's consent by special resolution to sell or lease the whole or substantially whole of an undertaking, invest merger compensation in trust securities, borrow beyond the aggregate of paid-up share capital, free reserves and securities premium (excluding defined temporary loans and ordinary banking deposits), or remit a director's debt; special resolutions for borrowing must specify the total limit, bona fide purchasers and ordinary business sales are protected, disposal resolutions may prescribe conditions for proceeds, and excess borrowings are invalid absent a good-faith lender defence.