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CORPORATE CONSTITUTION - Coggle Diagram
CORPORATE CONSTITUTION
Doctrine of Ultra Vires
Acts which are beyond the capacity
Acts carried out in excess or abuse of the powers of the company by its agents
Binding Effects
Sec. 33(1)
When adopted, it constitutes a statutory contract.
Binding as if signed and sealed by every members.
Statutory contract
Not defeasible and is furthermore incapable of being rectified by the court.
Alteration of the Constitution
Company
Sec. 36.
By a special resolution.
Court
Sec. 37.
If it thinks fit
Lodgment of the Alteration
Sec. 36(2) – Shall notify the Registrar and lodge a copy within 30 days after passing of the SR.
Sec. 37(2) – Shall lodge a copy of the court order and the alteration to the Registrar within 30 days after the order was made.
Doctrine of Constructive Notice
Sec. 39
No person shall be deemed to have notice or knowledge.