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(p. 165) 5. The Constitution (1): The Memorandum of Association and the Ultra Vires Problem 

(p. 165) 5. The Constitution (1): The Memorandum of Association and the Ultra Vires Problem
Chapter:
(p. 165) 5. The Constitution (1): The Memorandum of Association and the Ultra Vires Problem
Author(s):

Paschalis Paschalidis

DOI:
10.1093/he/9780199564293.003.0005
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date: 25 April 2019

Titles in the Casebook on series provide readers with a comprehensive selection of case law extracts for their studies. Extracts have been chosen from a wide range of historical and contemporary cases to illustrate the reasoning processes of the courts and to show how legal principles are developed. This chapter discusses the law on company constitutions. Historically, the constitution of a company was made up of the memorandum of association and the articles of association. On formation both documents had to be provided. The memorandum contained information such as the company name, its address, its share capital, the objects clause, and a statement that liability of members is limited; the articles contained the internal rules by which the company and its members had agreed to abide. However, reforms under the Companies Act 2006 reduced the importance of the memorandum of association. Newly incorporated companies were no longer required to have an objects clause and are deemed to have unlimited capacity (they can do whatever they want).

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