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

Rules of delivery of goods - sales of good, Rules of Delivery of Goods - Sa...

Rules of Delivery of Goods - Sales of Good So the rule regarding with delivery are like; (a)  The goods should be in a deliverable state and one is (b) Otherwise unless l

Show the cross agency actions, Q. Show the Cross agency actions ? As al...

Q. Show the Cross agency actions ? As already described, the ASIC, ATO and FWO all have responsibilities in investigating and monitoring elements of phoenix activity. This mean

Discuss about the inflationary bias in the economy, Discuss about the infla...

Discuss about the inflationary bias in the economy As the costs are lower, there is a greater incentive for the government to expand the money supply. Agents perceive this and s

Annual general meeting - meetings and resolutions, Annual General Meeting: ...

Annual General Meeting:           Section 131(1) provides that "every each company shall in each year hold a simple meeting as its annual frequent meeting in addition to any o

Define the term - legislature-executive trade off, Legislature-Executive Tr...

Legislature-Executive Trade off Let us move a bit closer to the reality. In standard modes of policy optimization we assure that there is a single policy maker, who controls th

Name the issue pertaining to state succession, Name the issue pertaining to...

Name the issue pertaining to state succession The first issue pertaining to state succession is treaties. The new state would have to embark upon with the treaties signed by th

Protection of general public, Protection of General Public: It may hap...

Protection of General Public: It may happen that a resolution reducing a company's capital was passed in circumstances which indicate that the shareholders had not been proper

Define the term - inaction and crises, Define the term - Inaction and crise...

Define the term - Inaction and crises We know that the standard social planner does not show and delay or have tendency of inaction and adopts a policy as soon as it is proved

Common law rules, Common law rules: The above common law rules have be...

Common law rules: The above common law rules have been modified by the following statutory provisions:  VOID ALLOTMENTS a) S.50 A renders an allotment void if it was mad

Sale of goods act, 15 cases under sale of goods act within the year 2000- 2...

15 cases under sale of goods act within the year 2000- 2016?

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