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论文作者:留学生论文论文属性:硕士毕业论文 thesis登出时间:2011-04-18编辑:zn1987点击率:4676
论文字数:9911论文编号:org201104181018143822语种:英语 English地区:英国价格:$ 66
关键词:Company incorporationCorporate governanceDerivative claims
Substantive company law: the constitution, objects and ultra virus
“The company memorandum will become a formal document recording the position at the point of registration, with just the articles being the continuing constitutional document.
Companies will no longer be required to specify their objects.”
The history behind the statement of corporate objects is a long one and reflects predominantly judicialconcern over the misuse of the incorporated form. The Company Law Review's Final Reportrecommended that companies should have a single constitutional document. Furthermore,companies should have unlimited capacity so that third parties would no longer have to be concernedwith whether the constitution contained an objects clause. This is a step that has already been takenby many other Commonwealth countries which have inherited companies' legislation descended frompredecessors of the Act.Nevertheless, the proposals would include new provisions clarifying whendirectors would be deemed to have authority or delegate authority to others to bind the company. The proposed Bill would include a clause removing the last vestiges of the ultra vires rule and toensure that challenges could not be brought to the acts of any company on the basis of the powersbeing exceeded. It was the intention that the effect of an illegal act will be governed by the rule orstatute that creates the illegality. It was also the intention that companies will no longer be permittedobjects in a constitution that serve to limit its capacity.
In response, the 2002 White Paper stated that the Government considered both objects clauses and the existence of two separate constitutional documents to no longer serve any useful purpose. While companies could still retain objects, their effect would be limited to internal disputes between directors and members. While members could entrench clauses in the single constitutional document that would be required, protecting clauses https://www.51lunwen.org/liuxuelunwendx/deemed of great interest, outsiders doing business with the company would not have to worry about its contents. The Bill accompanying the White Paper accordingly contains a cl.1 (5) conferring unlimited capacity on the company and a cl.17 governing the exercise of a company's powers by directors and those mandated on behalf of the company. These are now ss.31 and 40 of the Act respectively. However, one significant difference exists: s.31 (1) of the Act now states that, “[u]unless a company's articles specifically restrict the objects of the company, its objects are unrestricted”.