ABSTRACT
A trading company has an implied power to borrow and to grant securities (called ‘charges’ in England) over any of its assets: see General Auction Co v Smith (1891). A company may, however, expressly provide within its memorandum or articles for powers to borrow and to grant securities. These express provisions may limit the company’s powers, or the powers of those who act on the company’s behalf, but may not allow the company to override provisions contained in the Companies Acts. Any express limitation imposed by the company’s constitution is now subject to the provisions of ss 35 and 35A (see 5.10).
