LAWS2014 Lecture Notes - Lecture 9: Advance Bank, Municipal Borough Of Romford, Constructive Notice
Document Summary
Although the company has the powers of an individual (s 124), it cannot contract without human agency. There are 3 ways to contract with a company. The board of directors have the power to manage the company (s 198a). The managing director has the powers of management (s 198c). The constitution displaces the replaceable rule, giving members the power of management. The common law provided that the company could only be bound by the use of its common seal (ar wright & son ltd v romford borough council). This has been made optional by s 127 ca. A company itself, may execute a document without its common seal, if the document is witnessed by: a director and company secretary of the company; or. 2 directors for the company; or in the case of a proprietary company with a sole director, that director; (s 127(1) {without seal}; s 127 (2) {with seal}).
