Society of Proprietors of the Royal Exchange Buildings, Glasgow Petitioners [1911] ScotLR 1045 (22 July 1911)

Society of Proprietors of the Royal Exchange Buildings, Glasgow Petitioners [1911] ScotLR 1045 (22 July 1911)

The petition is premature because the company has not yet re-registered as a limited company; approval of the memorandum cannot be granted until re-registration occurs. Furthermore, the memorandum must expressly state the company's objects rather than refer to other documents.

Citation
[1911] ScotLR 1045
Parties
Petitioner: Society of Proprietors of the Royal Exchange Buildings, Glasgow
Jurisdiction
Scotland
Judgment Date
22 July 1911
Procedural Posture
Petition for Approval of Memorandum of Association and Alteration of Company Constitution / Interlocutory; Petition Remitted for Further Procedure Pending Re Registration as Limited Company
Outcome
No order pronounced; petition remitted for further procedure after re-registration as a limited company.
Legal Topics
Re Registration of Company, Alteration of Memorandum of Association, Companies (consolidation) Act 1908, Company Objects, Unlimited to Limited Company Conversion
Company Law Re Registration of Company Alteration of Memorandum of Association Companies (consolidation) Act 1908 Company Objects Unlimited to Limited Company Conversion

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Parties

Society of Proprietors of the Royal Exchange Buildings, Glasgow

Petitioner

Procedural Posture

Petition for Approval of Memorandum of Association and Alteration of Company Constitution / Interlocutory; Petition Remitted for Further Procedure Pending Re Registration as Limited Company

Legal Issues

  1. 1 Whether the petition for approval of a new memorandum of association is competent prior to re-registration as a limited company
  2. 2 Whether the memorandum must state the objects of the company expressly or may do so by reference
  3. 3 Whether the Court has jurisdiction to consider the petition during vacation

Ratio Decidendi

The petition is premature because the company has not yet re-registered as a limited company; approval of the memorandum cannot be granted until re-registration occurs. Furthermore, the memorandum must expressly state the company's objects rather than refer to other documents.

Court Disposition

No order pronounced; petition remitted for further procedure after re-registration as a limited company.

Orders

  • Remit to the reporter to proceed after re-registration as a limited company.
  • Memorandum to be amended to state objects expressly in gremio.