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

THE MEMORANDUM OF ASSOCIATION 17 to implication, yet a company has undoubtedly an implied power to do anything that may be reasonably necessary to attain those objects. In other words, a commercial cor- poration has such powers as are expressly or impliedly warranted by its constitution [Kingsbury Collieries (1907), 2 Ch. 259]. What may be ‘reasonably necessary’ depends on the particular objects of the company, e.g. the directors of an ordinary trading company have an implied power to borrow for the purposes of the business of the company General Auction Co. v. Smith (1891), 3 Ch. 432]. This implied power is strengthened by the inclusion of general words such as those quoted above, but any words which attempt to give a company power to do anything ‘that may appear advantageous’ are useless and misleading, and should never be employed. As regards the limitation of liability clause, s. 147 of the Act provides that a company, if so authorised by its articles, may by special resolution alter its memorandum so as to render unlimited the liability of its directors, or managers, or of any managing directors. The share capital, is dealt with in Chapter V, together with the various methods by which the capital clause can be altered. The memorandum of association is unalterable, except in ‘he cases, in the mode and to the extent for which express provision is made by the Act. A considerable number of alterations are, however, permitted by the Act. A company may change its name by passing a special resolution, and obtaining the written approval of the Board of Trade, whereupon the new name is substituted in the register at Somerset House for the old name and an altered certificate of incorporation issued (s. 19). This approval will not usually be granted unless the new name affords some indication of the business carried on. It is therefore desirable to submit the proposed name to the Board of Trade before passing the special resolution. The change of name does not in any way affect any rights or obligations of the company, or render defective any legal proceedings by or against the company. If a company is [otherwise than in accordance with s. 17 (1) (a)] registered by a name identical with or nearly resembling that of another existing company previously registered, it may change its name with the sanction of the Registrar [s. 19 (2)]. Where a company uses the words ‘Chamber of commerce’ and its licence under s. 18 has been revoked it must within Alterations to Memoran- dum.

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