be printed and divided into paragraphs numbered consecutively Each subscriber of the Mernorandum has to sign the Articles (mentioning his.Iddress, description and occupation) in the presence of at least one witness who v ill attest the signature (and also mention his address, description and occupation) (Sec. 30). The Articles must be duly stamped as required under the Indian Staunp Act.
DOCTRINE OF CONSTRUCTIVE NOTICE
The memorandum and articles, on their registration, become public documents The erp office of the Registrar is a public erp office and documents registered there are accessible and open to inspection to the public at large Therefore, even outsider dealing With tlie company is deemed to have notice of the contents of the memorandum and articles ol the company This is known as constructive notice of memorandum and articles
Under the doctrine of 'constructive notice', even- person dealing with or proposing to enter into a contract with the company is assumed to have constructive notice of the contents of the memorandmli and the articles of the company Whether he actually reads them or not, it is presumed that he has read these documents and has ascertained the exact powers of the company to enter into the contract, the extent to which these powers are delegated to the directors and limitations to such powers. If a person enters into a contract w hjch is ultra vires the memorandum or beyond the poNvers of the directors, then the contract is invalid and he cannot enforce it, even though he acted m [Mahoney vs. East hralyford Mining Co. ( 1875 ) L.R. 7 H. L. 869].
DOCTRINE OF INDOOR MANAGEMENT
The only exception to the doctrine of constructive notice is that the persons dealing with the company are entitled to assume that the mternal proceedings of the company relating to the contract are regular-as per the Uanoranitum and Articles. When they enter into a contract with the company
Thc doctrine of indoor management was first propounded
L J.Q.B. 3 ]7]. The Directors ofthe Bank had issued a bed to 1' The compare .was empowered by !15 Articles to issue such bonds, provided they were authonsed by a resGliiiion of the company in general meeting. In this case no such resolution had been passed. It was held that, T could recover the amount of the bond from the company on the ground that he was entitled to assume that the necessary resolution had been passed by the company
Eveeptions. However, no benefit under the doctrine of indoor management can be claimed by a person under the following circnnistances
(a) Whele a person dealing wild the compam- has actual or constructive plot ice of any irregn]arity in the internal proceedin 25 O i the co mpam [Houard vs. Patent Ivory Co. (1888) 38 Ch. D. 156]
(b) Wlierea person dealing wild the company was negligent amd con]d
- ltave discovered the irregularity if he had made proper enquiries [.4.B. La vs. Dinsha & Co. A.l.R. (19423 Oudh 427].
(c) Where a person dealing with the company relied on a forged document or the act done by the company is void ab iniho Ruben vs. Great mnga.' Consolidated Co . (1906) A.C. 439].
(d) Where a person enters into a contract with an agent of the company and the act of the agent is beyond his authority- [Houghtan & Co. vs. Nothard, Loire & ;afihs (1927) I K.B. 2461.
ALTERATION OF ARTICLES
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