Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

Usage license:: Get license information via the feedback formular.

Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter III. The memorandum of association

Collection:: Economics Books

THE MEMORANDUM OF ASSOCIATION II share capital, the articles must state the amount thereof 's. 7 (1)], if it has no share capital, the articles must state the number of members with which it proposes to be registered s. 2})]. oe memorandum of association is the charter of the Nature of company and defines its powers, whilst the articles of asso- Memo- ciation form a code of regulations for the internal manage- fandum. ment of the company. The following extracts from the judgments of the House of Lords in Ashbury Railway Carriage Company v. Riche (1875, L.R., 7 H.L. 653), show clearly the functions of the memorandum. Lord Cairns, L.C., says: ‘I will ask your Lordships to observe . . . the marked and entire difference there is between the two documents which form the title-deeds of companies of this description—I mean the memorandum of association on the one hand and the articles of association on the other hand. With regard to the memorandum of association, your Lordships will find, as has often already been pointed out, . . . that that is, as it were, the charter, and defines the limitation of the powers of a company to be established under the Act. With regard to the articles of association, those articles play a part subsidiary to the memorandum of association. They accept the memorandum of Associa- tion as the charter of incorporation of the company, and so accepting it the articles proceed to define the duties, the rights and the powers of the governing body as between themselves and the company at large, and the mode and form in which the business of the company is to be carried on, and the mode and form in which changes in the internal regula- tions of the company may from time to time be made. With regard, therefore, to the memorandum of association, if you find anything which goes beyond that memorandum or is not warranted by it, the question will arise whether that which is so done is ultra vires, not only of the directors of the company, but of the company itself. With regard to the articles of association, if you find anything which, still keeping within the memorandum of association, is a violation of the articles of association, or in excess of them, the question will arise whether that is anything more than an act extra vires the directors but intra vires the company.’ Lord Selborne, in the same case, says: ‘I only repeat what Lord Cranworth’ [in Hawkes v. Eastern Counties Railway 1855), 5 H.L.C. 331], ‘stated to be settled law, when I say that a statutory corporation, created by Act of Parliament for a particular purpose, is limited, as to all its powers, by the purposes of its incorporation as defined in that Act.

Access restriction

Copyright

fullscreen: Secretarial practice

Monograph

Chapter

Table of contents

Download

Monograph

Chapter

This page

Image fragment

Citation links

Citation recommendation