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

0 SECRETARIAL PRACTICE A company may have several objects, but they must be clearly defined, and not implied by stringing together a series of vague powers. Where the main object is clearly set out in one paragraph, the others must be taken to be an- cillary, giving wide powers to carry out that object, but not enabling the company to carry on any kind of business it likes, notwithstanding a paragraph in the objects clause to the effect that each paragraph is to be in no way restricted by other paragraphs. [Stephens v. Mysore Reefs (1902), 1 Ch. 745; see also Pedlar v. Road Block Gold Mines (1905), 2 Ch. 427, distinguishing the former case]. If, however, the para- graph contains further provision to the effect that each of the detailed objects is to be deemed an independent substantive object, this paragraph is effective; but there is a doubt whether a memorandum so drawn is a compliance with the Act, and whether the Registrar ought not to refuse to register it [Cotman v. Brougham (1918), A.C. 514]. Although such a paragraph is effective to make any transaction which is within any of the detailed objects within the powers of the company, yet, if it appeared that the object set out in one paragraph was clearly the main object of the company and that object had failed, it would appear that the company could be wound up on the ground that its substratum had gone. . [Cotman v. Brougham (1918), A.C. 514 at p. 520.] The objects clause usually includes the following words: "To-do all such other things as are incidental or conducive to the attainment of the above objects, or any of them.’ Such words have been considered of importance [Simpson v. Westminster Palace Hotel (1860), 8 H.L.C. 712; Johns v. Balfour (1889), 1 Meg. 191; Deuchar v. Gas Light & Coke Co. 1925) 41 T.L.R. 563]. But generally speaking they are used to exclude all doubt as to whether a company has power to do such things, and are not ‘meant to authorise a company to do any other things than those which have been previously declared to be the “objects” for which the company is established, but to prevent failure in accomplishing those objects by reason of any merely verbal or accidental error or uncertainty in the expressions applicable to those objects’ [per Bacon V.C., London Financial Association v. Kelk (1884), 26 Ch. D. 107, at p.. 138]. In Evans v. Brunner, Mond & Co. [(1921), ‘1 Ch. 359] these words were held to justify a grant out of the funds of a chemical manufacturing company to universities and other scientific institutions, for the furtherance of scientfic education and research. Although, as has been said above, it is wiser to state. fully the objects of the company, and to leave as little as possible

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