n South African Law Journal - Observations on the impact of the 2008 Companies Act on the doctrine of constructive notice and the rule : notes

Volume 130, Issue 3
  • ISSN : 0258-2503
  • E-ISSN: 1996-2177



Prior to 1 April 2011, the date on which the Companies Act 71 of 2008 ('the Act') came into force, authority to enter into a contract on behalf of a company was governed by generally applicable agency principles supplemented by the common-law doctrine of constructive notice and the common-law rule. This note seeks to highlight some of the problems brought about by the changes made to the law in this regard by the Act. The note is not an exhaustive treatise on the matter, but rather as an attempt to elicit thought and comment on important provisions of the Act. The note does not deal with the situation where authority to contract on behalf of the company is lacking because the contract is beyond the company's capacity. It is assumed, therefore, that the contract in question in this note is within the company's capacity. Before addressing some of the relevant provisions of the Act, a brief outline of the rule and the doctrine of constructive notice in our common law is necessary in order to understand the problems to which I have alluded.

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