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

Powers and functions of the commission, Question 1: ‘There has been con...

Question 1: ‘There has been considerable development from the time of the Industrial Associations Ordinance 1938 to the present time of the Employment Relations Act 200

Analytical judgment, FutureEd corp., a Bangladesh based catering company ha...

FutureEd corp., a Bangladesh based catering company has decided to extend its catering business in the main divisional cities. They have come up with the decision to open up some r

Teleological approach to client representation- case, Bobby K is pursuing t...

Bobby K is pursuing the teleological approach to client representation, meaning that the result is all he's after - case closed! Not exactly a win-win but a "settlement" and closur

State article 9 of universal declaration of human rights, Normal 0 ...

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

Explain the sovereign of state immunity, Explain the sovereign of state imm...

Explain the sovereign of state immunity Immunity relates to the sovereign of state immunity and act of state doctrine. This is the most complicated immunity available and relat

Theories of international antitrust coordination, Theories of international...

Theories of international antitrust coordination We have come across various policy coordinations and adjustments but still there are other spheres of affairs where direct poli

Legal personality and natural persons, Legal Personality and Natural Person...

Legal Personality and Natural Persons Legal Personality Therefore from a legal point of view there a person is anything that the laws of a particular country recognize

Employment relations tribunal, QUESTION 1 Explain the composition and f...

QUESTION 1 Explain the composition and functions of the following institutions- (i) Employment Relations Tribunal (ii) Commission for Conciliation and Mediation QUEST

Discuss the sources of the mauritian law, QUESTION 1 Discuss the source...

QUESTION 1 Discuss the sources of the Mauritian law QUESTION 2 (a) Tom, Pim and Pam enter into a lease agreement. The agreement has already been signed by Pim and Pam.

What has been the evolution of the concept of corporate, QUESTION 1 The...

QUESTION 1 The doctrine laid down in Salomon v Salomon & Co. Ltd has to be watched very carefully. The Courts can and often do draw aside the veil. Discuss QUESTION 2 (

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