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

Statutory power - mergers and winding up, Statutory power - mergers and win...

Statutory power - mergers and winding up: It is usual to proceed under s.207 as there are technical difficulties over s.300 procedure.  The liquidator's powers to reach a comp

Advantages of subsidiary legislation, ADVANTAGES: Therefore some of th...

ADVANTAGES: Therefore some of the advantages or strong point of delegated legislation are:as; (a)   Compensation of lost Parliamentary time Conversely parliamentarians a

Proceedings at meetings - meetings and resolutions, Proceedings at Meetings...

Proceedings at Meetings: (a)Each item of business comprised in the notice should be taken separately, discussed and put to the vote.  Members may propose ammendments to the re

Appropriate method adopted is to make new laws, Appropriate method adopted ...

Appropriate method adopted is to make new laws The more appropriate method adopted is to make new laws in compliance with the international laws because it would not only help

What was the state responsibility, Normal 0 false false fal...

Normal 0 false false false EN-IN X-NONE X-NONE MicrosoftInternetExplorer4

What was the immunity from jurisdiction, WHAT WAS THE IMMUNITY FROM JURISD...

WHAT WAS THE IMMUNITY FROM JURISDICTION   States are recognized as having authority over people, things and events within their own territory and therefore may exercise jurisdict

Comparative analysis, Identify two firms with similar problems but from dif...

Identify two firms with similar problems but from different countries. Conduct a comparative analysis of the firms.Analyze political, social, ethical, and legal differences facing

Dividends - alteration of capital, DIVIDENDS: As a commercial term, th...

DIVIDENDS: As a commercial term, the word "dividends" has a variable meaning which depends on the context in which it is used. For purposes of company law, it denotes the paym

Sense of urgency-entrepreneurship development, Sense of Urgenc: Entreprene...

Sense of Urgenc: Entrepreneurs have a never-ending sense of urgency to develop their ideas. Inactivity makes them impatient, tense, and uneasy. They thrive on activity and are tir

Examine the features of the main sources of law in mauritius, QUESTION 1 ...

QUESTION 1 Arbitration has proved itself to be a valuable scheme in alternative dispute resolution of conflicts. Discuss the advantages and disadvantages of Arbitration as a su

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