Abstract
The purpose of this short article is to examine the doctrine of ultra vires in 1984 and to ascertain whether the doctrine has been abolished by the amendments to the Companies Qld) Code made by the Companies and Securities Legislation (Miscellaneous Provisions) Act 1983 (Cth) and, if it has not been abolished, to ascertain the circumstances in which and the extent to which it survives. In that connection, it is necessary to state the pre-1984 law as well as the present law. However, the article is concerned only with the question — 'Did the company have capacity to enter into a particular transaction?' It is not concerned with the question — 'Did the natural person or persons who purported to act on behalf of the company in the transaction have authority to do so?' Further, it is not concerned with the question — 'Did the persons with authority to act on behalf of the company exercise their powers properly?' These latter questions can be dealt with in another article.
Highlights
The purpose of this short article is to examine the doctrine of ultra vires in 1984 and to ascertain whether the doctrine has been abolished by the amendments to the Companies (Qld) Code made by the Companies and Securities Legislation (.Miscellaneous Provisions) Act 1983 (Cth)[1] and, if it has not been abolished, to ascertain the circumstances in which and the extent to which it survives
It should be noted that the objects of a mining company must still be stated in the memorandum by reason of the new definition of such a company in s.5 of the Companies Code, as must the objects of a s.66 company, i.e. a charitable or other limited company with objects useful to the community which is licensed by the Commission to omit the word 'Limited' from its name
The second rule referred to ante was the ultra vires rule, a rule developed by the courts and applicable to companies incorporated by Parliament, including 'statutory companies' incorporated by Private Act of Parliament and 'registered companies' incorporated on the registration of the memorandum and certain other documents by the Comission
Summary
The purpose of this short article is to examine the doctrine of ultra vires in 1984 and to ascertain whether the doctrine has been abolished by the amendments to the Companies (Qld) Code made by the Companies and Securities Legislation (.Miscellaneous Provisions) Act 1983 (Cth)[1] and, if it has not been abolished, to ascertain the circumstances in which and the extent to which it survives.
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