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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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter III. The memorandum of association

Collection:: Economics Books

SECRETARIAL PRACTICE Registered Office. goods, ‘any director, manager, or officer of a limited com- pany, or any person on its behalf,” who signs or authorises the signing of any such document in which the company’s name 1s not mentioned in legible characters, will, if the company fails duly to pay the same, be personally liable to the holder [s. 93 (2) (3) (4)]. The holder of an order for goods means the person to whom the order is given, whether he be in physical possession of it or not [Civil Service Co- operative Society v. Chapman (1914), W. N. 369)]. The painting or affixing of the company’s name on any vehicles probably amounts to a notice or advertisement within the meaning of s. 93. The provision that the name of the company must be mentioned in all bills of exchange, &c., has been strictly construed, so that, if the name is incorrectly given, the person signing will be personally liable [Atkins & Co. v. Wardle (1889), 58 L.J. O.B. 377; Nassau Steam Press v. Tyler (1894), 70 L.T. 376]. But it has been held that the use of the abbreviation ‘Ltd.” for ‘Limited’ is sufficient [Stacey v. Wallis (1912), 28 T.L.R. 209]; and the acceptors of a bill of exchange will not be liable, although there is no correct statement of the company’s name by them, but only by the drawers (same case). A director signing must state on the face of the document that he is acting for the company [see W. & T. Avery v. Charlesworth (1914), 31 T.L.R. 52, Elliott v. Bax-Ironside (1925) 41 T.L.R. 631, Chapman v. Smethurst (1909), 1 K.B. 927]. Otherwise he will be personally liable, though the company’s seal is affixed [Dutton v. Marsh (1871), L.R. 6 Q.B. 361]. Some such form of signature as ‘For the X. Company, Limited, John Smith, Director,” should be used. As regards the registered office, notice of its situation, and of any change therein, must be given to the Registrar and under the new Act such notice must be given within 28 days after the date of incorporation of the company or of the change as the case may be [s. 92 (2)]. The company cannot remove its registered office from England to Scotland, or vice versd, although it may remove it from one part of the country specified in the memorandum to another part. Wales is included in England for the purposes of clause 2 of the memorandum; thus, the case of a company whose registered office is at Swansea, it should be described in the memorandum as situate in England. The insertion of the correct registered address in the annual return is not a sufficient notice under Ss. 92.

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