Constructive notice - registered office, Business Law and Ethics

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).

Posted Date: 1/12/2013 2:35:44 AM | Location : United States

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