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and its licence under s. 18 has been revoked it must within 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.