Secretarial practice

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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

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.

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