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(f) "Cancellation" of the company as a
nullity by a court
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
(3)
Copies of documents published in the official
register must be available to the public
(5)
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)
4
Business letters and order forms must contain
note o f :
(a) place of registration
(b) registration number
(c) registered office
(d) type of company
(e) being wound up
(f) paid-up capital (optional)
7
Unless the parties otherwise agree a person
entering into a pre-incorporation contract for
a company must be personally liable to an
outsider
8
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)
9(1)
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
(2)
Persons dealing with a company must be
unaffected by any limitation imposed on the
management organs whether published or not
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)
s.338 in respect of (e) only
s.180
sub.s.9(3)
sub.s.9(4)
sub.s.9(7)
(except (e))
Also see
N.L.J,
for
12 October 1972 at
pp. 885 and 886
sub.s.9(2)
sub.s.9(l) and (3)
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