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

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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter III. The memorandum of association

Collection:: Economics Books

SECRETARIAL PRACTICE Name of Company. The present and all other companies incorporated by virtue of the Companies Act of 1862 appear to me to be statutory corporations within this principle. The memorandum of association is under that Act their fundamental, and (except in certain specified cases) their unalterable law; and they are incorporated only for the objects and purposes expressed in that memorandum. The object and policy of those provisions of the statute, which prescribe the conditions to be expressed in the memorandum, and make these conditions (except in certain points) unalterable, would be liable to be defeated, if a contract under the common seal, which on the face of it transgresses the fundamental law, were not held to be void, and ultra vires of the company, as well as beyond the powers delegated to its directors or administrators. It was so held in the case of the East Anglian Railway Co.’ [See East Anglian Railway v. Eastern Counties Railway (1852), 11 C.B. 775], ‘and in the other cases upon Railway Acts, which cases were approved in this House in Hawkes’ case’ [see above], ‘and I am unable to see any distinction for this purpose between statutory corporations under Railway Acts, and statutory corporations under the Joint Stock Companies Act of 1862. There is a distinction therefore between a common law corporation constituted by royal charter, and a statutory corporation, such as a railway company created by its special Act or a company incorporated under the Companies Acts. The former ‘has primd facie . . . the power to do with its property all such acts as an ordinary person can do, and to bind itself to such contracts as an ordinary person can bind himself to’; the latter ‘is made up of persons who can act within certain limits, but in order to ascertain what are the limits, we must look to the statute. The corporation cannot go beyond the statute, for the best of all reasons, that it is a simple statutory creature’ [see per Bowen L.J., in Baroness Wenlock v. River Dee Co. (1883), 36 Ch. D., at p. 675 (n)]. As regards the name of a company, s. 17 (1) (a) of the Act provides that a company may not be registered by a name identical with that by which a company in existence 1s already registered, or so nearly resembling that name as to be calculated to deceive, except where the company in existence is in course of being dissolved and signifies its consent in such manner as the Registrar requires. : The new Act imposes restrictions on the user of certain words as parts of the name of a company. Thus registration by a name including the words ‘ Building Society’ is prohibited

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