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Company law
- 1. INTRODUCTION TO COMPANY LAW PRESENTED BY-: CS RIDIMA MISHRA
- 2. INTRODUCTION TO COMPANY LAW COMPANY ARTIFICIAL PERSON PERPETUAL SUCCESSION COMMON SEAL SEPARATE LEGAL IDENTITY
- 3. WHAT IS A COMPANY ????? Definition- Company is an artificial person having separate legal identity with perpetual succession and a common seal created under Companies Act,2013. *Companies Act,2013 previously was Companies Act,1956
- 4. FEATURES OF COMPANY- 1. Artificial Person- It is a person created by Law. It act as a legal person which can enter into contracts, possess property in its own name, sue and can be sued by others. 2.Separate Legal Identity- It has separate legal identity from its members. It bears its own name, acts, seal and assets are separate. Shareholders cannot bind company by their acts.
- 5. FEATURES OF COMPANY- 3. Has nationality and citizen- Nationality and citizen through place of registration or incorporation. 4.Limited Liability- The liability of the shareholders extends to the contribution of the capital of the Company to the nominal value of shares.
- 6. Exceptions of Limited Liability- If no. of members reduced below minimum number of members required and company carries on business for more than 6 months every member will be liable personally. Company is incorporated unlimited company. Company is incorporated by furnishing false or incorrect statement. In the course of winding up it appears that any business of the Company has been carried on with an indent to default creditors.
- 7. Exceptions- Where it is proved that the prospectus of the Company has been issued with intent to defraud the applicants of Company Where Company fails to pay deposit or part within the time specified. Where inspector report states that director, KMP, other officer has taken undue advantage of any fraud conducted by the Company
- 8. FEATURES OF COMPANY- 5. Perpetual Succession- A Company never dies, except when it is wound up as per law. Being a separate legal identity it remains unaffected by death or departure of any member. It means that membership changes but it shall not affect Companys continuity. 6. Separate Property- A company being a separate legal person is capable of owing, enjoying, disposing property in its own name. No member can claim himself to be owner of the Companys property .
- 9. FEATURES OF COMPANY- 7.Transferability of Shares- The capital in a Company is divided into shares and considered as movable property which can be transferred by any member to any other member holding the respective shares. 8. Capacity to sue and be sued- A company being a separate legal person can sue in its own name or implement legal proceeding against a person and also can be sued in its own name.
- 10. FEATURES OF COMPANY- 9. Contractual Right - A Company can enter into contracts for the conduct of the Business in its own name. A shareholder cannot enforce a contract made by his Company, nor he will be benefited by any contract. 10. Limitation of Action- Every Company has its own Memorandum ofAssociation where all the objects and powers of the Company is defined and it cannot go beyond those powers.
- 11. Key features about Companies Act,2013- CA 2013 was passed by Parliament and was approved by president on 29th August,2013. Some provisions of CA 1956 are still in force. CA 2013 has been divided into- No. of Schedules- 7 No. of Chapters- 29 No. of Sections- 470
- 12. Doctrine of Lifting of or piercing the CorporateVeil- Company being a separate legal entity it can be only used for legitimate business . Court will break through the corporate shell when any fraudulent and dishonest use is made of the legal entity and it shall take the legal action by looking behind the Corporate entity as though no member is separate from the Company. This is the applicability of Doctrine of Lifting of Corporate veil. All members involved shall be liable for all the debts and obligations of the Company.