Formation and Constitution of Company in UK Law

Leading Cases
  • Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
    • House of Lords
    • 03 May 1972

    The words are a recognition of the fact that a limited company is more than a mere judicial entity, with a personality in law of its own: that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure.

  • Attorney General of Belize and Others v Belize Telecom and another
    • Privy Council
    • 18 Mar 2009

    Without them, there was not the slightest basis for implying such an obligation. Because the articles are required to be registered, addressed to anyone who wishes to inspect them, the admissible background for the purposes of construction must be limited to what any reader would reasonably be supposed to know. It cannot include extrinsic facts which were known only to some of the people involved in the formation of the company.

  • Johnson v Gore Wood & Company (A Firm)
    • House of Lords
    • 14 Dec 2000

    That is to adopt too dogmatic an approach to what should in my opinion be a broad, merits-based judgment which takes account of the public and private interests involved and also takes account of all the facts of the case, focusing attention on the crucial question whether, in all the circumstances, a party is misusing or abusing the process of the court by seeking to raise before it the issue which could have been raised before.

  • Ramsay (W T) Ltd v Commissioners of Inland Revenue
    • House of Lords
    • 12 Mar 1981

    It is the task of the court to ascertain the legal nature of any transaction to which it is sought to attach a tax or a tax consequence and if that emerges from a series or combination of transactions, intended to operate as such, it is that series or combination which may be regarded.

  • Freeman & Lockyer (A Firm)(Plaintiffs) Buckhurst Park Properties (Mangal) Ltd and Shiv Kumar Kapoor (Defendants)
    • Court of Appeal
    • 24 Jan 1964

    An "apparent" or "ostensible" authority, on the other hand, is a legal relationship between the principal and the contractor created by a representation, made by the principal to the contractor intended to be and in fact acted upon by the contractor, that the agent has authority to enter on behalf of the principal into a contract of a kind within the scope of the "apparent" authority, so as to render the principal liable to perform any obligations imposed upon him by such contract.

  • Woolfson v Strathclyde Regional Council
    • House of Lords
    • 15 Feb 1978

    I have some doubts whether in this respect the Court of Appeal properly applied the principle that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that is a mere facade concealing the true facts. Woolfson cannot be treated as beneficially entitled to the whole share-holding in Campbell, since it is not found that the one share in Campbell held by his wife is held as his nominee.

  • Regal (Hastings) Ltd v Gulliver
    • House of Lords
    • 20 Feb 1942

    The rule of equity which insists on those who by use of a fiduciary position make a profit, being liable to account for that profit, in no way depends on fraud, or absence of bona fides; or upon such questions or considerations as whether the profit would or should otherwise have gone to the Plaintiff, or whether the profiteer was under a duty to obtain the source of the profit for the Plaintiff, or whether he took a risk, or acted as he did for the benefit of the Plaintiff, or whether the Plaintiff has in fact been damaged or benefited by his action.

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Legislation
  • Joint Stock Companies Act 1856
    • UK Non-devolved
    • January 01, 1856
    ......I . Constitution and Incorporation of Companies and Associations. .... Registry. . Registry. . S-III . Formation of an Incorporated Company. III Formation of an ......
  • Companies Act 2006
    • UK Non-devolved
    • January 01, 2006
    ...... An Act to reform company law and restate the greater part of the ... of its members is limited by its constitution. . . It may be limited by shares or limited by ... 2 . Company formation Part 2 . Company formation . General General . ......
  • Companies Act 1980
    • UK Non-devolved
    • January 01, 1980
    ...... ‘public company’ means a company limited by shares. or limited ...engaged in the formation of a company, or by a person named. as a director ...   . 47. In Schedule 5 (constitution and proceedings of publicly-owned companies), for ......
  • Insurance Companies Act 1982
    • UK Non-devolved
    • January 01, 1982
    ......company that carries on no other insurance business, of ...regard to the constitution of the companies, and to the arrangements. ...certain cases forbids the formation otherwise than under that. Act of a company, ......
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Books & Journal Articles
  • Book Review: Die GmbH in Europa. 50 Länder im Vergleich
    • Nbr. 9-2, June 2002
    • Maastricht Journal of European and Comparative Law
    ......company types. 1 The (un)desirability to harmonize ... formal requirements as regards company formation, capacity, m anagement versus shareholders, ... doctrine, company’s duration, constitution (cf. contents of written docume nts, notary ......
  • Building the ship in dry dock: The case for pre-independence constitution-building in Scotland
    • Nbr. 41-5, November 2020
    • International Political Science Review / Revue internationale de science politique
    For newly independent states, constitution-building can be a defining moment: a time when national identities are asserted, values and norms articulated, and founding myths created. The constitutio...
    ...... is the proper relationship of constitution-building to state formation? Should constitution-building occur before or after state formation? Or ...Lucknow: Eastern Book Company. Hardin, Russell (1989) Why a Constitution. In Bernard Grofman and Donald ......
  • Does the Corporations Power Extend to Reconstituting Corporations?
    • Nbr. 39-1, March 2011
    • Federal Law Review
    ...... in s 51(xx) of the Australian Constitution . The issue we address can be posed in a ... power to regulate the formation, composition, operation and dissolution ... evident in the etymology of the word 'company'. 26 In this view, a patent or ......
  • The Rejection of Constitutional Incrementalism in Nepal's Federalisation
    • Nbr. 46-4, December 2018
    • Federal Law Review
    The relationship between federalism and identity was the single most contentious issue in the drafting of Nepal's 2015 Constitution, and remains an embattled feature of the country's post-conflict ...
    ...... People’s War: Nepal’s Maoist Rebellion  (Hurst & Company, 2004)  . 285–7.  . . 2018  . ...formation of the Women, Janajati, Dalit, and  . ......
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Law Firm Commentaries
  • Companies Act 2006
    • Mondaq United Kingdom
    ...... on 1 October 2009 relate to the formation and constitutional documents of companies, share ... and the redemption and purchase by a company of its own shares. These and certain other ......
  • Company Incorporation
    • Mondaq UK
    ...... online: either through a formation agent or Companies House via their online web incorporation service post: ... to have several different classes of shares, as with the constitution it is often easier to form a company with the minimum number of ordinary ......
  • Companies Act 2006 - Simplifying The Way In Which Businesses Operate
    • Mondaq United Kingdom
    ...... amending its Articles of Association, a company can benefit from. some of the changes brought ... should review their current constitutional. documents in order to take advantage of these ...adopt entrenchment provisions on formation or if all shareholders. agree. New provisions ......
  • Corporate Governance For UK Private And Unlisted Companies
    • Mondaq United Kingdom
    ...... on corporate governance to directors and company secretaries of private/unlisted companies ... should establish an appropriate constitutional and governance framework for the company. 2. ... seeks to address them by suggesting the formation of a family council and a separate family ......
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