THE MEMORANDUM OF ASSOCIATION 15
The registered office is the place at which documents must
be served on the company, and they may be so served either
by leaving them at, or sending them by post to, the registered
»ffice [s. 370 (1)]. The word ‘document’ includes summons,
notice, order and other legal process (s. 380). A summons
in criminal proceedings, as well as writs in civil proceedings,
must be served at the registered office, as required by the
section, and not at a branch establishment [Pearks v. Richard-
son (1902), 1 K.B. 91]. Where a company registered in
Scotland carries on business in England, the process of any
court in England may be served on the company by leaving
t at, or sending it by post to the principal place of business
of the company in England, addressed to the manager or
rther head officer in England of the company, but a copy of
the process must be sent by post to the registered office in
Scotland [s. 370 (2) (3)].

A verbal notice to the company, e.g. of the withdrawal of
an application for shares, is good [Wilson's case (1869),
20 L.T. 962]. In the absence of the secretary, such notice
may be given at the registered office to a clerk in charge,
and is then a communication to the company [Truman’:
case (1894), 3 Ch. 272].

As regards clause (iii), the objects clause, the objects of the
company must not include any that offend either against
particular statutes or against the general law, e.g. a company
cannot give itself power to purchase its own shares, for by
so doing it reduces its capital without leave of the Court
contrary to the provisions of the Act.

It is now the practice to state very fully and clearly the
objects of the company. It must be remembered that the
powers of a company to transact business are limited to the
objects and purposes specified in the memorandum. Every-
thing which is at variance with, or goes beyond the scope of,
the memorandum, is lira vires the company, and absolutely
void and incapable of ratification, although all the share-
holders may assent to it [Ashbury Railway Carriage Co. v.
Riche (1875), L.R. 7 H.L. 653]. It is better therefore to err
on the side of taking too wide rather than too narrow
POWeTS.

General words in the memorandum are held to be auxiliary
only to the primary objects of the company. It must be
remembered that the Court will, in interpreting the memo-
randum, endeavour to find out what is the primary object of
the company, and will verify its conclusion by reference to the
prospectus [re German Date Coffee Co. (1882), 20 Ch. D. 169;
re Amalgamated Syndicate (1897), 2 Ch. 600].

Objects.