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 Dic 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.

  • 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.

  • Freeman & Lockyer (A Firm)(Plaintiffs) Buckhurst Park Properties (Mangal) Ltd and Shiv Kumar Kapoor (Defendants)
    • Court of Appeal
    • 24 Ene 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 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
  • Companies Act 2006
    • UK Non-devolved
    • 1 de Enero de 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 1948
    • UK Non-devolved
    • 1 de Enero de 1948
    ...... . S-1 . Mode of forming incorporated company. 1 Mode of forming incorporated company. . (1) ...formation of the company, or by a person named in the. ... .   . ( b . ) that by its constitution the company is required to. apply its profits, if ......
  • Joint Stock Companies Act 1856
    • UK Non-devolved
    • 1 de Enero de 1856
    ......I . Constitution and Incorporation of Companies and Associations. .... Registry. . Registry. . S-III . Formation of an Incorporated Company. III Formation of an ......
  • Companies Act 1980
    • UK Non-devolved
    • 1 de Enero de 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 ......
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Books & Journal Articles
  • Public Interest Litigation and Constitutional Theory in Comparative Perspective
    • Núm. 55-1, Enero 1992
    • The Modern Law Review
    ...... proprieties and to maintain an influence over policy formation when other channels of communication were 15 It may sometimes ... statute ratified an agreement between the Premier and the company which provided that it was not to be amended without the agreement ......
  • THE WORKS CONSTITUTION ACTS AND INDUSTRIAL RELATIONS IN WEST GERMANY: IMPLICATIONS FOR THE UNITED KINGDOM
    • Núm. 11-3, Noviembre 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, ......
  • Sovereignty, Legitimacy and Fundamental Rights as Limitations to Criminalisation Power of the State
    • Núm. 12-1, Enero 2018
    • Mizan Law Review
    • Simeneh Kiros Assefa
    • Simeneh Kiros Assefa: LL.B (Addis Ababa University), LL.M (University of Pretoria), LL.M (Kyushu University), LL.M (University of San Francisco); Assistant Professor of Law at AAU Law School, Attorney-at-Law and member of California State Bar (inactive). Email: simeneh@simenehlaw.com
    • 127-164
    Sovereignty is a doctrine of power that constitutes and vests supreme political power in the state, including criminal lawmaking power. However, this supreme power of exercising coercive state powe...
    ...... the notion of sovereignty, in constitutionalism and the bill of rights. Finally, it ... which participated in the formation of the Transitional Government of ... liability to another person, such as, company ......
  • Post‐nationalism and the Quest for Constitutional Substitutes
    • Núm. 27-1, Marzo 2000
    • Journal of Law and Society
    Post‐nationalism is suggestive of a number of transformations in the practice of both law and politics. In the case of politics, it implies an assertion of the salience of the organization of scale...
    ......v. Krieken, ‘Proto-governmentalization and the historical formation of organizational subjectivity’ (1996) 25 Economy and Society 195; P. ...144 id. 145 I. Nonaka and H. Takeuchi, The Knowledge-creating Company (1995) 58. 146 id., p. 59. This is contrasted with tacit knowledge which ......
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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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