4 summary doctrine of ultra vires under companies act 1956 the doctrine of” ultra vires” is a latin term which means beyond powersthis term is usually used to mean and refer to the acts of the corporations or the companies. Abstract in this paper, we endeavour to discuss the intricacies involved in doctrine of ultra vires vis-à-vis company law the areas that we shall discuss are viz origin and establishment of the doctrine, whether investors and creditors are protected by this doctrine‘ we shall also deal with as to how this doctrine is ascertained. The ultra vires doctrine in the context of company law, the term ultra vires is normally used to describe acts that are beyond the scope of the powers of a corporation' rules concerning ultra vires acts of companies have changed in recent years. Any act done contrary to or in excess of the scope of the activity of the company as laid down by its memorandum of association is ultra-vires the company, ie, beyond the legal powers and authority of the company, and shall be wholly void and not binding on the company. Ultra vires in england • in england the doctrine of ultra vires has been restricted by the european communities act, 1972 • any transaction decided by its directors shall be deemed to be within the capacity of the company • ultra vires has only been modified, not abolished.
The ultra vires doctrine of company law in zambia introduction this assignment examines the debate on the legal issues surrounding the abolition of the requirement to submit a memorandum of association when applying to incorporate a company under the zambian companies act 1994 cap 388 of the laws of zambia this debate has been on the â€œobjects clauseâ€ which used to be a requirement. Ultra vires doctrine of company law in zambia this assignment examines the debate on the legal issues surrounding the abolition of the requirement to submit a memorandum of association when published: tue, 19 sep 2017. Doctrine of ultra vires the memorandum, being the constitution of the company sets out the principal objectives, powers, scope and its area of operation, both internal and external a company, therefore, can do anything within the scope of the powers specified in the memorandum.
2 the ultra vires doctrine under the english common law 3 the ultra vires doctrine in zambia’s company law 4 does the ultra vires doctrine apply to banks and financial institutions in zambia. If an act of the company is ultra vires the articles of association, the company can alter its articles in order to validate the act case notes: eley v the positive government security life assurance company, limited , (1875-76) lr 1 ex d 88. Where a company amends it articles to add 3 ch 114 19 “an ultra vires agreement cannot become intra vires by means of estoppel to the companies act 200622 the concept of the doctrine of ultra vires has fully changed. Doctrine of ultra vires has been developed to protect the investors and creditors of the company this doctrine prevents a company to employ the money of the investors for a purpose other than those stated in the objects clause of its memorandum.
Consequences of ultra vires transactions/actions 1 board of directors of company law that, when powers are vested in a board of directors by the articles of association of a company, they cannot be interfered with by the shareholders as such directors ultra vires 205 ultra vires, high court: of is the the. The ultra vires doctrine the doctrine of ultra vires is said to have originated in company law as a means of safeguarding the interests of the shareholders of companies in the past, it was a mandatory legal requirement for companies to have what is called a “memorandum” which invariably included an object clause. Company law: made simple presents a logical explanation of the purposes of the law and the procedure by which its goals are attained the ultra vires doctrine right to inspect and obtain copies of the memorandum and the articles the eighth schedule of the companies act, 1948, as amended by the companies acts of 1967 and 1976 appendix 3. Historically all companies in the united kingdom were subject to the doctrine of ultra vires and any act which was outside of the objects specified in a company's memorandum of association would be ultra vires and void.
The doctrine of ultra vires is produced by the constitutional principles of the rule of law, the sovereignty of parliament and the independence of the judiciary this doctrine can be considered as the central principle in the whole of administrative law. To buy video lectures in pendrive, dvd, online, android, books, test series please visit our website . Company law (also called corporate law in some countries) is the collection of various legal aspects that govern the formation, running and dissolution of a company (or corporation) the company law is a central subject in some countries and a state subject in others. In the company law context, the ultra vires doctrine is normally used to describe acts that are beyond the scope of the powers of a corporation as they are described in the corporation’s foundation documents, such as a memorandum of association, the articles of association, or by the law governing its establishment and operation.
The doctrine of ultra-vires in companies act, 2013 section 4 (1)(c) of the companies act, 2013, states that all the objects for which incorporation of the company is proposed any other matter which is considered necessary in its furtherance should be stated in the memorandum of the company. Doctrine of ultra vires and consequences of ultra vires transactions: the legal requirements mentioned under the previous headings require a company to devote itself only to the objects set out in the memorandum and to no others.
The remaining vestige of the ultra vires doctrine imports into corporate law a concern about general law compliance, and the lawfulness that matters is not merely the laws of the incorporating jurisdiction. Companies act cont’d 27 at independence in 1964, zambia inherited companies act of 1921 thus attempted to do away with ultra vires doctrine and the implications of the objects clause amendment of companies act: historical context cont’d companies act 1994 was amended by. But the whole doctrine of ultra vires has enjoyed little favor in recent legal opinion the limited capacity theory is denounced as unsound, the corporation portrayed as a real thing, not merely a creature of the law which created it. The doctrine of ultra vires under malaysian company law september 1, 2017 july 15, 2017 admin if the company is do the act of extremist vires by publishing the unsecured bonds to the foreigners, the stockholders or unsecured bond holders have the right to action the company.