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

Significance of registration, Significance of Registration:           ...

Significance of Registration:           S.389 provides that "no company or association or may partnership consisting of more than twenty persons shall be formed... except it i

Labor law promote, The college contacted the state labor relations commissi...

The college contacted the state labor relations commission (LRC) to dismiss the petition due to the law did not needs collective bargaining for those who perform services as studen

State article1of universal declaration of human rights, State Article1of Un...

State Article1of Universal Declaration of Human Rights Article 1: 'All human beings are born free and equal in respect and rights. They are endowed with reason and conscience

Explain pacific settlement of disputes, International Peace and security ...

International Peace and security Pacific settlement of disputes means to resolve disputes to avoid threats to International Peace and security so that such disputes do not beco

What is the meaning of policy process planning, What is the meaning of Poli...

What is the meaning of Policy process planning We shall see a step wise guide applied in actual policy formulation. It will pull you out of the jungle of technical interconnect

What is the meaning of potential harmonization, What is the meaning of pote...

What is the meaning of potential harmonization On reviewing the literature on coordination, convergence, and potential harmonization of antitrust laws, we discover several dif

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

Case study:employment law, Jonathan has been in the continuous employment o...

Jonathan has been in the continuous employment of Dockland cleaning and laundry Co. Ltd since 1st August 2000. He is also a member and secretary of the Cleaning and Laundry Workers

Hire-purchase and sale, Hire-Purchase and Sale The hire-purchase trans...

Hire-Purchase and Sale The hire-purchase transaction is such not a sale since, according to the definition like: (i)There is no seller or buyer. Such like the parties are the

Income statement, Frantic Fast Foods had earnings after taxes of $420,000 i...

Frantic Fast Foods had earnings after taxes of $420,000 in 2012 with 309,000 shares outstanding. On January 1, 2013, the firm issued 20,000 new shares. Because of the proceeds from

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