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