Introduction
The Doctrine of Constructive Notice discusses presuming the person or entity has all of the legal knowledge that a rational observer should have. In this theory, it is said that no one may use the justification that they were not aware of any specific notice or legislation, such as legal notice of a corporation that is published in a publication designated for legal notifications or posted in the designated court building. Because certain locations are open to the public, it is presumed that the individual involved in a dispute is aware of this notice.
The articles and memorandum of association of a business are recorded with the registrar of companies; because the registrar’s office is a public office, the above-mentioned documents become public records and are available to everybody. As a result, it is the responsibility of all firm employees to be aware of the public records and to comport themselves per the requirements of the documents.
Constructive Notice Under Companies Act, 2013
According to company law, the theory of constructive notice is a doctrine in which all people engaging with a business are considered to know about the company’s articles of association and memorandum of association. Section 399 of the Companies Act of 2013, which contains the notion of constructive notice, outlines the norms and regulations regulating inspection, proof of papers with the Registrar, and production. This concept also clarifies the following, There is constructive notice not only of the memorandum and articles of an organization but also of the papers needed by the Act to be registered with the Registrar, such as the special resolution stated in Section 117. There cannot be a notice of papers submitted only for the purpose of keeping a record, such as returns and accounts. The concept only applies to papers that impact the company’s rights. A notice is a public document that contains information about directors, who are the mind and will of a business, as well as managers and secretaries who are in charge of the day-to-day operations of the firm.
Features of Constructive Notice
- Constructive Notice, sometimes known as a legal fiction, occurs when courts believe interested parties have knowledge that they do not truly possess.
- This notification is frequently used when service on an interested party has become difficult due to the party either disregarding the process server at his door or being unable to be located when service is tried.
- Constructive notice is considered preferable to actual notice; for example, someone to whom the summoning is served with relevant papers may be eligible for dismissal of the case on the grounds of lack of notice if the papers were improperly delivered. However, in the constructive notice, the person who was duly served and got the constructive notice but did not receive a physical copy of the summons and accompanying documentation due to some other reason would be unable to dismiss the case on the grounds of failure of service.
Dehra Dun Mussoorie Electric Tramway Co. Ltd v. Janmandae Das AIR 1932 ALL 141
In this scenario, the company’s articles of incorporation provided that the directors will transfer all rights to save the ability to borrow money. However, the fact that the managing agents obtained the overdraft without the board’s consent was declared binding by the court, which stated that such temporary loans must be maintained outside the scope of relevant rules.
Section 117 of the Companies Act of 2013, states that the memorandum and articles of organization are public documents. And outsiders who wished to do business with that corporation must study these public records. It was assumed that outsiders were aware of the public documents including information on internal management, particular terms, and the incorporation of the firm.
As rational persons, they must read the articles of incorporation and the memorandum of incorporation, and it cannot be claimed that they were unaware of it.
As a result, people must read such documents. They do not want to be stuck in the problem in the future, and in order to make the proper decision and contract with the firm, they need to study the company’s key documents. As an outcome, it was determined that they could not transfer the burden or hold the corporation accountable for its own mistakes. An outsider cannot allege ignorance or failure to fully examine the materials.
Conclusion
Whenever anyone comes on board without awareness of a company’s provisions or laws, which are considered to have been recognized by anyone who steps into the firm, the theory of constructive notice plays a key part in the company’s protection from outsiders.
https://muds.co.in/constructive-notice-doctrine-companies-act-2013/
