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.

  • Woolfson v Strathclyde Regional Council
    • House of Lords
    • 15 February 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.

  • 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.

  • 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.

  • 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.

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  • Companies Act 2006
    • UK Non-devolved
    • January 01, 2006
    ......46An 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 .... Part 2: Company formation . General . 7: Method of forming company . (1) A ......
  • 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 ......
  • Local Government (Scotland) Act 1947
    • UK Non-devolved
    • January 01, 1947
    ...... I . Constitution and Elections. Local Government Areas. Part I. . ...of boundaries of a burgh, or the formation of a new. burgh, or the dissolution of a small ... he or any nominee of his is a member of a company. or other body with which the contract is made or ......
  • The Companies (Cross-Border Mergers) Regulations 2007
    • UK Non-devolved
    • January 01, 2007
    ......Publication of draft terms of merger on company website . . . . . . . . . . . . . . . . . . . . . ......
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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 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, ......
  • Commonwealth Companies and the Constitution
    • No. 26-2, June 1998
    • Federal Law Review
    ...... the Commonwealth forming and controlling a Corporations Law company. This is a topic which has received little attention but it is ... This is simply a legislative exercise where the formation of a corporation by an Act of the Commonwealth Parliament may be ......
  • Does the Corporations Power Extend to Reconstituting Corporations?
    • No. 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 ......
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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. agree. New provisions ......
  • Directors' Duties
    • Mondaq UK
    ...As a director of a company in any sector there are many. commercial matters ...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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