THE MEMORANDUM OF ASSOCIATION 17
to implication, yet a company has undoubtedly an implied
power to do anything that may be reasonably necessary to
attain those objects. In other words, a commercial cor-
poration has such powers as are expressly or impliedly
warranted by its constitution [Kingsbury Collieries (1907),
2 Ch. 259]. What may be ‘reasonably necessary’ depends
on the particular objects of the company, e.g. the directors
of an ordinary trading company have an implied power to
borrow for the purposes of the business of the company
General Auction Co. v. Smith (1891), 3 Ch. 432]. This
implied power is strengthened by the inclusion of general
words such as those quoted above, but any words which
attempt to give a company power to do anything ‘that may
appear advantageous’ are useless and misleading, and should
never be employed.

As regards the limitation of liability clause, s. 147 of the
Act provides that a company, if so authorised by its articles,
may by special resolution alter its memorandum so as to
render unlimited the liability of its directors, or managers,
or of any managing directors.

The share capital, is dealt with in Chapter V, together
with the various methods by which the capital clause
can be altered.

The memorandum of association is unalterable, except in
‘he cases, in the mode and to the extent for which express
provision is made by the Act. A considerable number of
alterations are, however, permitted by the Act.

A company may change its name by passing a special
resolution, and obtaining the written approval of the Board
of Trade, whereupon the new name is substituted in the
register at Somerset House for the old name and an altered
certificate of incorporation issued (s. 19). This approval
will not usually be granted unless the new name affords
some indication of the business carried on. It is therefore
desirable to submit the proposed name to the Board of
Trade before passing the special resolution. The change of
name does not in any way affect any rights or obligations
of the company, or render defective any legal proceedings
by or against the company. If a company is [otherwise
than in accordance with s. 17 (1) (a)] registered by a name
identical with or nearly resembling that of another existing
company previously registered, it may change its name with
the sanction of the Registrar [s. 19 (2)].

Where a company uses the words ‘Chamber of commerce’
and its licence under s. 18 has been revoked it must within

Alterations
to Memoran-
dum.