Write short notes on: Doctrine of 'constructive notice'

Doctrine of 'Constructive Notice' The company on incorporation is recognized as a separate and distinct legal entity from its members and can after incorporation have in its own name business and hold assets and liabilities. The company being a legal person is governed by its constitution and framework which lay down its objectives, nature business, powers and how it will function. The set of these documents are called memorandum of association (the memorandum) and articles of association (the articles). The memorandum and articles of every company are required to be registered with the Registrar of Companies (the Registrar) under the Companies Act, 2013 (the Act). After incorporation, all the amendments in the memorandum and articles as approved by the members of the company are also required to registered with the Registrar. As per Section 399 of the Companies Act, 2013 any person can inspect electronically, make a record or get a copy of any document filed by the company with the Registrar, on payment of the fees prescribed. The documents include the memorandum and articles of any company. The office of the Registrar is public office and therefore the memorandum and articles and the amendments therein filed with the Registrar are public documents and available of inspection and if desired copies of the same can also be obtained. It is the duty of every person dealing with the company to inspect the public documents i.e. memorandum and articles and the amendments therein and to make sure that his entering into the dealings with the company are in conformity with the provisions of the memorandum and articles of the company. Even if a person fails to read them, the law assumes that he is aware of the content of and provisions made in the documents. Such implied or presumed notice is called the doctrine of 'constructive notice' of the memorandum and articles of the company. Another effect of his is that a person dealing with the company is taken not only to have read the memorandum and articles but also to have understood them according to their propose meaning also. The person who is dealing with the company is presumed to have understood the objects for which the company is incorporated and of the powers and obligations of the directors etc. of the company. As per the above doctrine, if a person contracts with the company, which is beyond its objects or powers, then he will not have any right under the contract against the company. Such contract cannot be enforced against the company, even if a person has acted in good faith.