Company

Corporate Mens Rea: A Critique

A company is an artificial person and therefore it cannot perform task or function on its own. Since a company is not a natural person, it cannot be punished like a natural person. Therefore the role of director gets much wider when it comes to the investor‟s interest and their grievances. This is because the investor is not aware of the internal functioning or the management of the company. In the case of HL Bolton Engineering Co Ltd v TJ Graham & Sons Ltd , it was held that directors and managers represent the directing mind and will of the company and also control the company.

STATUTORY CONTRACTS EMBODIED IN ARTICLES AND MEMORANDUM OF ASSOCIATION OF A COMPANY

The articles and memorandum of associations of a company are the preliminary documents which set out the guidelines for the constitution of a company. There are various rules and procedures indicated in the articles/memorandum which are fundamental in governance of the company by the directors. Apart from being a rule book of the company the provisions of the articles and memorandum levy contractual obligations between the company and its members as well as on the on the members inter se.