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

Identify the issues which have created negative impact, Mr. Andrew is the C...

Mr. Andrew is the Chairman of Board of Directors of Stylish Garments plc. He believes that the success of the business depends mainly on a committed, loyal work force. Therefore th

Describe the social conditions of multiple streams, Describe the Social con...

Describe the Social conditions of multiple streams Social conditions that are not defined as problems, and for which alternatives are never proposed, never become policy issues

What is the principal-agent paradigm, What is the principal-agent paradigm ...

What is the principal-agent paradigm Controversies on the decisions of many state governors and other ministers can be cited as examples. Such behaviour reflects their willing

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

Describe five major types of employee rights, QUESTION 1 What are the i...

QUESTION 1 What are the individual and situational factors that influence ethical decision making in the workplace QUESTION 2 (a) How is unemployment socially distribut

Explain the main elements of a contract administration plan, QUESTION 1 ...

QUESTION 1 (a) Briefly explain 4 functions involved in ensuring compliance with contract requirements (b) Explain how changes regarding variations and price adjustments are

Recovery of possession of goods, Recovery of Possession of Goods Howev...

Recovery of Possession of Goods However below S.15 where two-thirds or more about the hire-purchase price has been paid the owner is such precluded from enforcing the rights a

Describe the various sources of law that exist, QUESTION 1 Describe the...

QUESTION 1 Describe the various sources of law that exist QUESTION 2 Define „Statutory Interpretation? and explain the various methods that exist to interpret a statute

State article 22 of international law, State Article 22 of international la...

State Article 22 of international law Article 22 declares the premises of the mission as inviolable and agents of receiving State are not to enter them without the consent of

Constitutional interpretation, The United States form of government is ofte...

The United States form of government is often described as a "Constitutional Democracy ". The existence and importance of a written Constitution is a major difference between the A

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