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

Describe the relationship that bank shares with its customer, QUESTION 1 ...

QUESTION 1 Barclays Bank in Mauritius has interviewed various candidates for the post of Chief Executive Officer. Its HR department has requested you to provide them with some

Effect of ultra vires transaction, Effect of Ultra Vires Transaction: ...

Effect of Ultra Vires Transaction:  An ultra vires transaction with a company may result in: a) a transfer of specific property to the company, or b) money being lent to

Alien tort claims act, Alien Tort Claims Act Problem: You work ...

Alien Tort Claims Act Problem: You work at a New York law firm and have been invited by the partner you work for to attend a meeting with Mrs. Esther Kiobel and a dozen

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

Functions of attorney general, Functions of Attorney general W...

Functions of Attorney general Whereas under sec 26(2) the Attorney General is the principal legal adviser for government of US And whereas he occupies a ministeria

What do you understand by collective bargaining, QUESTION 1 Outline the...

QUESTION 1 Outline the procedure and criteria for the granting of recognition of representational status and recognition of negotiating rights QUESTION 2 (a) What do yo

International bank operating in an international market, Question: (a) ...

Question: (a) Describe the various risks faced by an international bank operating in an international market, with emphasis on interest rates and market risks. (b) Show how

Liability of retiring partner, Liability of Retiring Partner Whether u...

Liability of Retiring Partner Whether unless there is a special agreement for the contrary like a retiring partner can be held liable no more in respect of debts incurred prev

Account for the importance of policy evaluation, QUESTION 1 Explain cle...

QUESTION 1 Explain clearly how Public Policy making constitutes a major function of Government QUESTION 2 Account for the role of Public opinion in the identification o

What are remedies available under equity law, What are remedies available u...

What are remedies available under equity law? Remedies available under equity law are as given below: • Exact performance (forced to execute task) • Injunction (stopped t

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