fullscreen: Secretarial practice

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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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