DOCTRINE OF CONSTRUCTIVE NOTICE

INTRODUCTION

A business is a separate legal entity that can be formed by a group of persons to

profitably carry out economic operations. The company’s formation and operation
are governed by a set of laws, rules, and regulations. The objective of establishing
such regulations is to protect both the company and its management, as well as any
outsiders who have a contractual relationship with the company. A set of rules and
principles have been established to safeguard the company from outsiders and the
other way around.

Companies make money by utilizing the resources of the country. As a result,

companies play a critical role in economic growth, necessitating the establishment of
laws governing them. These rules function as a disincentive to unethical and unfair
commercial practices.

A doctrine of constructive notice refers to the idea that everyone involved with a business
has knowledge of the company's articles of association. It reduces liability, assuming that
because the company's information is public record, it should have been known by
everyone entering into the contract.
DEFINITIONS OF A COMPANY
Section 2(20) of the Companies Act, 2013 defines a company to mean a company
incorporated under this Act or under any previous company law.
Chief Justice Marshall – “A corporation is an artificial being, invisible, intangible, existing
only in contemplation of the law. Being a mere creation of law, it possesses only the
properties which the Charter of its creation confers upon it, either expressly or as incidental
to its very existence.”
Prof. Haney – “A company is an artificial person created by law, having separate entity, with
a perpetual succession and common seal.”
This doctrine is the principle of presumption of the knowledge of that particular subject or
information in the eyes of law. It is been presumed that you have knowledge or you know all the
information regarding the Articles and Memorandum of the company to the outsider to the
company. Memorandum and Articles of every company is registered with the registrar of the
companies.