Law in Malaysia

2893 Words Aug 21st, 2011 12 Pages
Table of content 1.0 Introduction………………………………………………………………………..1 2.1 Legal effect of Memorandum and Article of Association………..……1 - 2 2.0 Memorandum of Association…………………………………………..……...2 - 3 3.2 Doctrine of Ultra Vires……………….…………………………...…...3 - 4 3.0 Article of Association………………………………………….………………4 - 5 4.0 Australian Corporation Law 1961……………..………………………....……5 - 6 5.0 Conclusion…………………..…………………….……………….…...…………6 6.0 Bibliography…………………..…………………….……………….…...……….7

1.0 INTRODUCTION
By section 33 (1) of the Companies Act 1965, the Memorandum of Association and Articles of Association of a company shall, when registered, bind the company and the members of the same extend as if they respectively had been signed
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Under section 21 (1) of Company Act, the company is allowed to alter the memorandum but the changes to the memorandum of association may have significant impact on the existence of the company, therefore, the company cannot simple alter the memorandum. If the company want to change the company’s name, alternation of the object clauses and so on. A special resolution must be passed. The special resolution that is passed by 75 percent majority and not less than 21 days’ notice specifying the intention to propose the resolution as a special resolution has been duly given. This is sent to the Registrar of Companies within 14 days of it being made. 3.2 Doctrine of Ultra Vires
Object clause was viewed in the vital part of the Memorandum. In general rule, the contracts cannot be signed by company directors that are not inside the type of business identified in Memorandum of Association. That is, company directors cannot enter into any business contract outside its powers are void and would not bind the company and shareholders because this is to protect the shareholders. If the company engages the business outside the scope of Memorandum of Association, the contract is valid. This is a simple formulation of the ultra vires doctrine under section 20 (1). Conversely, the contract is valid as it is ‘intra-vires’, if the contract is inside the scope of the Memorandum of Association.
In case Ashbury Railway Carriage & Iron
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