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

Regulations regarding alcohol purchase and storage, REGULATIONS REGARDING A...

REGULATIONS REGARDING ALCOHOL PURCHASE AND STORAGE As YOU know, ethyl alcohol is one of the laboratory chemicals which can be misused. To control its purchase, storage and use,

State article 22 of air and outer space law, State Article 22 of air and ou...

State Article 22 of air and outer space law Article  22  states  that  all  the  States  should  prevent  unnecessary  delays  to  aircraft,  crews, passengers and  cargo,  esp

Disadvantage of a scheme of arrangement, Disadvantage of a scheme of arrang...

Disadvantage of a scheme of arrangement: The disadvantage of a scheme of arrangement is that it requires the preparation of elaborate documents and the observance of a strict

Describe journal in chronological order, For the transactions provided belo...

For the transactions provided below for the Braves Corporation during 2011, complete the following steps of the accounting cycle (round all answers and journal entries to the neare

Limited, Name to end with the word "Limited":                         ...

Name to end with the word "Limited":                             S.5(1)(a) provides that the word "limited" must be the last word of the name of a company which is to be limit

What is the relation between business the law and ethics, Question 1: T...

Question 1: To what extent do you agree with the assertion that Governments are failing and that corporate power is on the rise? Question 2: (a) Critically determine th

Publication, PUBLICATION: Whether in section 46(3) of the constitution...

PUBLICATION: Whether in section 46(3) of the constitution states that like, upon a Bill that has been passed through the National Assembly being presented to the President for

Business law, Leon, a bank vice president, joined Fitness Center, Inc. (FC)...

Leon, a bank vice president, joined Fitness Center, Inc. (FC). He signed a contract stating, among other things, an exculpatory clause that FC

Description of terrorism, Description of terrorism UNSC has successfull...

Description of terrorism UNSC has successfully come up with laws to deal with terrorism and with the help of the theory of self determination, use of force and IHL, tried to re

State about the underlying process - law institutions, State about the unde...

State about the underlying process - Law institutions The underlying process forms the basis of our next subtitle. The first point is, that if an optimal policy has been adopt

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