Objects clause

An objects clause is a provision in a company's constitution stating the purpose and range of activities for which the company is carried on. In UK company law, until reforms enacted in the Companies Act 1989 and the Companies Act 2006, an objects clause circumscribed the capacity, or power, of a company to act. To avoid problems, long and unwieldy 'catch-all' objects clauses were often drafted to include as much potential activity as possible, and thus avoid dealings being found to be ultra vires:[1] the legal position was that any contract entered into beyond the power, or ultra vires, would be deemed void ab initio.

The legal problems concerning objects clauses are now largely historical artifacts. Newly registered companies no longer have to register objects under the Companies Act 2006 section 31, and that even if they do, the ultra vires doctrine has been abolished against third parties under section 39. A clause is only relevant in an action against a director for breach of duty under section 171 for failure to observe the limits of their constitutional power.

  1. ^ Machins Solicitors, LLP, Objects clause and Memorandum of Association: a whistle-stop tour, published 11 October 2017, accessed 15 September 2018

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