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 March 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 December 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.

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

  • Regal (Hastings) Ltd v Gulliver
    • House of Lords
    • 20 February 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.

  • Ramsay (W T) Ltd v Commissioners of Inland Revenue
    • House of Lords
    • 12 March 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.

  • Meyer v Scottish Co-operative Wholesale Society
    • House of Lords
    • 24 July 1958

    One of the most useful orders mentioned in the section—which will enable the Court to do justice to the injured shareholders—is to order the oppressor to buy their shares at a fair price: and a fair price would be, I think, the value which the shares would have had at the date of the petition, if there had been no oppression. The section gives a large discretion to the Court and it is well exercised in making an oppressor make compensation to those who have suffered at his hands.

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Legislation
  • Supreme Court of Judicature Act 1875
    • UK Non-devolved
    • January 01, 1875
    ... ... S-4 ... Constitution of Court of Appeal. 4 Constitution of Court of ... liabilities, and in the winding up of any company under the Companies Acts, 1862 and 1867, whose ... , of any existing circuit, and the formation of any new circuit by the union of any counties ... ...
  • The Companies (Cross-Border Mergers) Regulations 2007
    • UK Non-devolved
    • January 01, 2007
    ... ... Publication of draft terms of merger on company website ... ...
  • Small Business, Enterprise and Employment Act 2015
    • UK Non-devolved
    • January 01, 2015
    ... ... of companies; to make provision about company filing requirements; to make provision about the ... documents) in respect of the formation of a company;(b) the documents or other ... to exercising the right under the constitution of the entity to block changes to the overall ... ...
  • Housing Associations Act 1985
    • UK Non-devolved
    • January 01, 1985
    ... ... ” means a society, body of trustees or company—(a) which is established for the purpose of, or ... does not trade for profit or whose constitution or rules prohibit the issue of capital with ... (1) A local authority may promote the formation or extension of a housing association ... (2) A ... ...
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Books & Journal Articles
  • Building the ship in dry dock: The case for pre-independence constitution-building in Scotland
    • No. 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 ... ...
  • Book Review: Die GmbH in Europa. 50 Länder im Vergleich
    • No. 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, management versus shareholders, etc.) ... doctrine, company’s duration, constitution (cf. contents of written documents, notary deed, ... ...
  • The Rejection of Constitutional Incrementalism in Nepal's Federalisation
    • No. 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 ...
    ... ... in the drafting of Nepal’s 2015 Constitution", and remains an embattled feature of the country\xE2" ... War: Nepal’s Maoist Rebellion (Hurst & Company, 2004) 285–7 ... 2018 The Rejection of ... The formation of the Women, Janajati, Dalit, and Madhesi ... ...
  • THE WORKS CONSTITUTION ACTS AND INDUSTRIAL RELATIONS IN WEST GERMANY: IMPLICATIONS FOR THE UNITED KINGDOM
    • No. 11-3, November 1973
    • British Journal of Industrial Relations
    ... ... ROBERTS* ANY discussion of plant and company industrial relations must recognize that there are both conflicts ... 1,445 in 1972.a The 1972 Act makes provision for the formation of a plant Election Committee in a number of circumstances, ... ...
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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 ... Constitution of a company (sections 17-28 of the 2006 Act) ... ...
  • 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 ... entrench certain elements of their constitution by ... putting them in their memorandum and ... adopt entrenchment provisions on formation or if all shareholders ... New provisions ensure ... ...
  • Directors' Duties
    • Mondaq UK
    ...As a director of a company in any sector there are many ... commercial ... constitution and only exercise powers for the purposes for ... participating in the promotion, formation or management of a ... company without the ... ...
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