Certificate Of Birth
LEGAL=Fiction=CORPORATINS=GOVERNMENTS=BANKS
=STATES=COURTS=STATUTES=No Law here
LAWFUL=COMMON LAW=LAW!
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Together Legal and the Common Law, they work, but not Legal on its own.
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When a child is born a "certificate of birth" is issued which is the evidence of the birth of the child on the mentioned date and place.
Similarly a certificate of birth is issued by the regulatory authorities to mark the birth of the company or corporation. This certificate of birth is usually known as 'Certificate of Incorporation'.
Certificate of incorporation - From Wikipedia, the free encyclopedia
A certificate of incorporation is a legal document relating to the formation of a company or corporation. It is a license to form a corporation issued by state government. Its precise meaning depends upon the legal system in which it is used.
Commonwealth systems - In the U.S.A. a certificate of incorporation is usually used as an alternative description of a corporation's articles of incorporation. The certificate of incorporation, or articles of incorporation, form a major constituent part of the constitutional documents of the corporation. In English and Commonwealth legal systems, a certificate of incorporation is usually a simple certificate issued by the relevant government registry as confirmation of the due incorporation and valid existence of the company.
In other common law legal systems, the certificate of incorporation has less legal significance. Although it has been held by the House of Lords in Cotman v Brougham (1918) AC 514, that because the issue the certificate of incorporation is conclusive evidence of the formation of a company, the issuance of the certificate overrides any irregularities which may have occurred during the formation of the company.
Cotman v Brougham (1918) AC 514
Court, House of Lords
Citation(s) [1918] AC 514
Case opinions: Lord Finlay LC, Lord Parker, Lord Wrenbury and Lord Atkinson.
Keywords - Objects clause
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Cotman v Brougham [1918] AC 514 is UK company law case concerning the objects clause of a company, and the problems involving the ultra vires doctrine. It held that a clause stipulating the courts should not read long lists of objects as subordinate to one another was valid.
This case is now largely an historical artifact, given that new 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.
It 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.
Objects clause - From Wikipedia, the free encyclopedia
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 up until reforms in the Companies Act 1989 and the Companies Act 2006, an objects clause circumscribed the capacity, or power, of a company to act. 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. New companies no longer have to register objects under the Companies Act 2006 section 30, and that even if they do the ultra vires doctrine has been abolished against third parties under section 39. It 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.
Ultra vires - From Wikipedia, the free encyclopedia
Ultra vires is a Latin phrase meaning literally "beyond the powers", although its standard legal translation and substitute is "beyond power". If an act requires legal authority and it is done with such authority, it is characterised in law as intra vires (literally "within the powers"; standard legal translation and substitute, "within power"). If it is done without such authority, it is ultra vires. Acts that are intra vires may equivalently be termed "valid" and those that are ultra vires "invalid".
Ultra vires - [Latin, Beyond the powers.] The doctrine in the law of corporations that holds that if a corporation enters into a contract that is beyond the scope of its corporate powers, the contract is illegal. The doctrine of ultra vires played an important role in the development of corporate powers. Though largely obsolete in modern private corporation law, the doctrine remains in full force for government entities. An ultra vires act is one beyond the purposes or powers of a corporation. The earliest legal view was that such acts were void. Under this approach a corporation was formed only for limited purposes and could do only what it was authorized to do in its corporate charter. Origin of ULTRA VIRES, First Known Use: 1793.
Void Ab Initio - Definition: Not legally binding. A document that is void is useless and worthless; as if it did not exist.
intra vires - Definition Of or referring to an action taken within an organization's or person's scope of authority (conferred by a statute, or a constituting or vesting document); not ultra vires. Latin for, within the powers.
