The Gazette 1973

(f) "Cancellation" of the company as a nullity by a court

This is not appropriate to the U.K. as S .15(1) provides that a certificate of incorporation is conclusive evidence of compliance with all pre-incorporation matters. However this probably would not exclude an application for cancellation of the registration if the objects of the company were illegal {Bow- man v. Secular Society Ltd. [1917] A.C. 406; and Cotman v. Brougham [1918] A.C. 514). The nearest remedy is windine-up under s.211 The sections above referred to and s.426(l) Rule 218 Companies (Winding-up) Rules 1949 s.353 (striking off the register) s.305 (appointment of liquidator) s.426(l)

3

Documents listed in Article 2 must be pub-

(1) and (2) lished in an official register (4)

and these entries in the official register must be advertised in the gazette

sub.s.9(3)

(3)

Copies of documents published in the official register must be available to the public Company must not be able to rely as against outsiders on matters which are required to be published in the gazette until such publica- tion unless the outsider has actual knowledge and company cannot rely upon the gazette publication until the 16th day thereafter if outsider shows he could not have known of the matter (see s.9(4), E.C.A. for details of the matters) Business letters and order forms must contain note o f : Unless the parties otherwise agree a person entering into a pre-incorporation contract for a company must be personally liable to an outsider Where appointment of directors has been published in the gazette their acts must bind the company even if the appointment was irregular (unless the outsider knows of the irregularity) Where company through its management organ contracts, it must be bound by it even if it has no power to contract for the parti- cular purpose. An exception may be made by national legislation where outsider had knowledge that it was outside the scope of the company's objects Persons dealing with a company must be unaffected by any limitation imposed on the management organs whether published or not (a) place of registration (b) registration number (c) registered office (d) type of company (e) being wound up (f) paid-up capital (optional)

(5)

sub.s.9(4)

4

sub.s.9(7) (except (e))

s.338 in respect of (e) only

Also see N.L.J, for 12 October 1972 at pp. 885 and 886

7

sub.s.9(2)

8

s.180

sub.s.9(l) and (3)

9(1)

(2)

sub.s.9(l) sub.s.9(l) (except that this sub-section requires good faith by the outsider—this is not stipulated by the Directive)

84