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Unformatted text preview: being formed into a company and agree to take a specified number of shares: s 18(1)(h); y a subscriber clause setting out the names, addresses and occupations of the subscribers: s 18(1)(g). y The subscribers are also required to sign the memorandum. If the company has a share capital, each subscriber must also state the number of shares he agrees to take: s 18(2). y
y y Hendon v Adelman
In this English case, the directors of L & R Agencies Ltd were personally liable under the equivalent of s 121(2) of the Act because they purported to sign a cheque on behalf of the company by writing ‘LR Agencies Ltd’. This was not the correct name of the company. The decision in this case was distinguished in Jenice Ltd v Dan (1994) 12 ACLC 3 at 209. In that case, the company’s name ‘Primekeen Limited’ was misspelt ‘Primkeen Limited’ on its cheques. The court held that the director was not personally liable under the English equivalent of s 121(2) of the Act when the cheque was dishonoured. The omission of a single letter in the middle of a name was different from the omission of a whole word. Tan Geok Neo Jessie v Minister for Finance y The High Court of Singapore held that the test applicable for similarity of names is an objective one — whether the Registrar had any evidence on the basis of which it could reasonably be said that the Registrar was satisfied that the name resembles tha...
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This document was uploaded on 03/26/2014.
- Spring '14