Constructive notice - registered office, Business Law and Ethics

Assignment Help:

Doctrine of "Constructive Notice":

 The doctrine of "constructive notice" is a rule of company law to the effect that a person transacting business with a company is taken to be aware of the contents of the company's public documents. "Public documents" in this context are those documents which a company is required by the Companies Act to deliver to the Registrar of Companies for registration at the Companies Registry. Examples of such documents are:

(a)     the memorandum of association;

(b)     the articles of association;

(c)     the annual return; and

(d)     special resolutions.

Because the Companies Registry is a "public office" the documents kept therein are generally referred to as "public documents" since members of the public are free to inspect them on payment of a prescribed fee.

For purposes of the ultra vires doctrine, a person transacting business with a company will be taken to have read the objects clause in the company's memorandum of association. Consequently, if he concludes a contract with the company and it turns out that the contract was for a purpose which is neither expressly nor impliedly within the company's objects and hence ultra vires, he is regarded as having entered into an ultra vires contract knowingly even though he was not actually aware of its being ultra vires. He cannot successfully sue the company for breach of the contract, as illustrated by the facts of, and the decision in, Ashbury Railway & Carriage Co v Riche (22).


Related Discussions:- Constructive notice - registered office

Discuss the importance of the wto, QUESTION 1 The global business secto...

QUESTION 1 The global business sector has been expanding rapidly in Mauritius. Discuss the role of the FSC in this sector QUESTION 2 Tony is the director of Xservices L

State the royal assent for the procedure of parliamentary, State the royal ...

State the royal assent for the procedure of parliamentary. The Royal Assent: It is specified when the Bill has passes by both Houses successfully and is usually simply fo

V, Topic: "Imagine yourself in a situation of being encouraged to inflate ...

Topic: "Imagine yourself in a situation of being encouraged to inflate your expense account. Do you think your choice would be most affected by your individual moral development o

Special crossing - crossing on a cheque, Special Crossing - Crossing on a C...

Special Crossing - Crossing on a Cheque Although S.76 (2) with such provides like "whether a cheque bears across its face an addition of, such the name like of a banker, whether

What is a contract?, QUESTION The Web has made it extremely attractive ...

QUESTION The Web has made it extremely attractive to conduct commercial activities online. Companies such as Amazon.com and eBay are e-commerce powerhouses that sell all sorts

Explain the meaning of class rights, Question 1: (a) Who is a director...

Question 1: (a) Who is a director of a company and describe how he may be appointed. (b) What are the duties owed by directors under the Companies Act 2001? Question 2

Labour and employment law , You are the HR manager of a large manufacturing...

You are the HR manager of a large manufacturing company which employs both unionized and non-unionized employees. You have a non-unionized employee, Edith, who has worked for the c

Create a poster, Create a Poster The summative assessment for the modu...

Create a Poster The summative assessment for the module is a poster session. The poster must take a theoretical perspective, supported by appropriate applied examples The p

Advise alan and brian, Alan and Brian wished to obtain tickets to the Footb...

Alan and Brian wished to obtain tickets to the Football Cup Final at Hambley Park, but the owners of the stadium, Stein Ltd, did not wish to allow Alan and Brian to attend the mat

Beneficial service - binding contracts, Beneficial Service - Binding Contra...

Beneficial Service - Binding Contracts According to such, a contract relates service or apprenticeship is such binding on an infant - which mostly provided it is substantially

Write Your Message!

Captcha
Free Assignment Quote

Assured A++ Grade

Get guaranteed satisfaction & time on delivery in every assignment order you paid with us! We ensure premium quality solution document along with free turntin report!

All rights reserved! Copyrights ©2019-2020 ExpertsMind IT Educational Pvt Ltd