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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 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. ==Historical development== Objects clauses were first seen in chartered corporations. Before the Industrial Revolution and the lifting on restrictions for private individuals to start companies,〔See Bubble Act 1720.〕 corporations were granted concessions from the state to operate a trade.〔See A Dignam and J Lowry, ''Company Law'' (5th edn OUP 2009) 245〕 The concession theory was that the state gave all power to companies. If companies acted outside the power granted, such actions were necessarily contrary to the public interest, null and void. The fact that people contracting with a corporation may be thoroughly disappointed and suffer loss was legitimated on the basis that every member of the public could see the law defining the corporation's capacity. ''Ignorantia juris non excusat''. *''Ashbury Railway Carriage & Iron Co Ltd v Riche'' (1875) LR 7 HL 653 *''Attorney General v Great Eastern Railway Co'' (1880) 5 App Cas 473, companies have the power to do things reasonably incidental to their objects. Care must be taken to distinguish cases where directors abused their authority, but had not acted beyond the company's capacity. *''Bell Houses v City Wall Properties'' () 2 QB 656, objects clauses can give directors full discretion *''Re Introductions Ltd'' () Ch 199, Pig breeding was not within the company’s objects. A money lender knew the purpose of the loan was for pig breeding. Held, it was unable to enforce the loan. Furthermore, though there was an object for the company to borrow money, this object was construed as not being a substantive and separate object. Borrowing had to be for pig breeding. *''Rolled Steel Products (Holdings) Ltd v British Steel Corp'' () Ch 246, criticised ''Re Introductions Ltd'' for not holding that the directors had not merely abused their power. *''Hutton v West Cork Railway Co'' (1883) 23 Ch D 654, gifts must be ‘for the benefit of the company’ *''Evans v Brunner, Mond & Co Ltd'' () 1 Ch 359 *''Re Lee Behrens'' () 2 Ch 46 (S&W 148) confusion of ‘implied powers’ and ‘directors’ duties’ *''Re Horsley v Weight'' () 3 All ER 1045 *''Charterbridge Corp Ltd v Lloyds Bank Ltd'' () Ch 62 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Objects clause」の詳細全文を読む スポンサード リンク
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