Incorporation of companies & matters incidental thereto Formation and Incorporation of Companies Commencement of Business Memorandum of association Articles of association

Before you sign a lease for a shop, you check who the owner is and whether he can actually lease it. You cannot do that with a company's internal rulebook, because you will almost never see it. So the law has to decide two things: what you are deemed to know about a company just because its documents are filed, and what you may safely assume about its internal procedure. The answers are the doctrines of constructive notice and indoor management, and they sit on top of the memorandum and articles that every company files when it is born.

In two minutes

A company is born when the Registrar registers its memorandum and articles and issues a certificate of incorporation (s.7); the memorandum fixes its outer limits, the articles its internal rules, and outsiders are deemed to know the public documents but may assume the company followed its own procedure.

The rest of this chapter

The full explanation, the cheat sheet, every previous-year question at every mark weight, the quiz and the answer skeletons are part of Company Law on LexBlox Semester. Sign in to unlock the subject, or read Module 1 of Legal Language and Writing free.