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Ans:
c cc c
1. p èncorporatd Association
a.p Evry company, w t r public or privat is to b compulsorily
rgistrd undr companis act, 1956.
b. p Aftr incorporation vry company gts COè and t dat on t is COè is
conclusiv (vn if it is wrong). is mans company acquirs a sparat
lgal istnc from t is dat.
c.p Evry association of prsons consisting of mor t an 10 prsons in a
banking businss and mor t an 20 in ordinary businss as to b
compulsorily rgistrd undr som law; ot rwis it will b calld as an
illgal association.
2. p Artificial lgal prson
a.p Company is an artificial lgal ntity bcaus t company dos not tak a
natural birt lik uman bing. èt as no body, no soul, lik uman bings,
it is invisibl, intangibl, it cannot sign lik uman bings using its ands,
it cannot b snt to jail, it cannot tak oat tc.
b. p Company is a lgal prson as it is cratd and ndd by law.
c.p Company is calld a prson bcaus it can ntr into contracts, can
purc as proprty lik uman bings.
3. p Sparat lgal ntity:
a.p Sparat lgal ntity is most important c aractristics of t company.
ntir company law is basd on t is fact only. Onc t company gts
t COè, it acquirs sparat lgal istnc in t ys of law.
b. p Company is now an indpndnt prson, t businss blongs to t
company, company itslf is t ownr of t businss. Nobody can say
t at is t ownr of t businss or proprty of t company.
c.p Company can su or b sud in its own nam.
d.p crditors of t company ar t crditors of t company alon.
y cannot procd against t mmbrs and dirctors of t company
for t ir dus.
.p No prson as any insurabl intrst in t company.
Mr. S was a s o manufacturr w o incorporatd a company calld
Salomon and Co. Ltd consisting of imslf, is wif, is daug tr and is
four sons. H sold is businss to t is company for t purc as
considration of 30000 pounds. purc as considration was paid by
t company by allotting im 20000 s ars fully paid up of 1 pound ac .
rmaining mmbrs took 1 s ar ac of 1 pound (just to fulfill lgal
rquirmnt). Mr. S was also allottd 10000 dbnturs aving a floating
c arg ovr t assts of t company. Mr. S was t MD of t company
olding majority s ars. Aftr 1 yar, company bcam insolvnt and
winding up startd. At t tim of winding up, statmnt of affair s ows:
Assts 6000 pounds
Liabilitis:
Mr. S as dbntur oldr 10000 pounds
Unscurd crditors 7000 pounds
assts wr running s ort of liabilitis by 11000 pounds.
unscurd crditors fild a cas t at t y s ould b paid first out of assts
as t r is no diffrnc btwn Mr. S and t businss of t company.
y furt r said,dz How can on ow to onslf?dz
court said t at Mr. S is totally diffrnt from Salomon and Co. Ltd. and
is claim of 10000 pounds will b satisfid first bcaus is t scurd
dbntur oldr of t company.
Conclusion:
us from t abov cas, it is clar t at company is a sparat lgal
corporat prsonality, it is unaffctd by t dat or insolvncy of its
mmbrs and dirctors. No s ar oldr as any insurabl intrst in t
co.
4. p Prptual succssion
a.p Co. is a stabl form of organization w ic is unaffctd by t dat or
insolvncy of its mmbrs, tc.
b. p Co. can b compard wit t rivr ams w os watr kps on
c anging (watr mans mmbrs) but t idntity of t rivr rmains
t sam.
c.p èn t cas of ǮMat Supplirs Pvt. Ltd.ǯ, all t mmbrs wr killd by
ydrogn bomb in t mting but t co . continud to ist. Mmbrs
may com, mmbrs may go, co. gos on forvr.
5. p Limitd liability
a.p Gnrally t liability of mmbrs in t co. is limitd dpnding upon t
natur of t co. t at w t r it is limitd by s ars or by guarant.
b. p èn cas of liability limitd by s ars, t liability is limitd to t amount
not paid on t s ars.
For g. A prson as 10 s ars of Rs. 10 and as paid rs. 6 pr s ar. His
rmaining liability will b Rs. 4 pr s ar. H cannot b askd to pay mor
t an t at.
c.p èn cas of t liability limitd by guarant, t liability is limitd to t
amount guarantd by t mmbr to b paid in t vnt of winding up.
( is liability ariss only during winding up.)
d.p liability of t mmbrs may b unlimitd in crtain cass. For g.
i.p U/S 45, w n t no. of mmbrs is rducd blow 7 in public co.
and blow 2 in Pvt. Co. and companis carry on businss for mor
t an 6 mont s, t n vry mmbr is liabl to an unlimitd tnt
for all dbts contractd aftr 6 mont s priod.
ii.p U/S 542, if during winding up it is found t at t businss of t
co. was bing carrid on to dfraud its crditors, t n all t
mmbrs will b liabl to an unlimitd tnt.
6. p Common Sal
a.p Co. is an artificial lgal prson; it canǯt sign lik uman bings.
b. p Common sal is t signatur of t co. wit t nam of t co. ngravd
on it.
c.p Any documnt w ic bars t common sal of t co. and is signd by 2
dirctors of t co. is a lgally binding documnt of a co.
7. p ransfrability of s ars
According to sc. 82 of t companis act, t s ars of a co. ar frly
transfrabl dpnding upon t provisions of t articls.
For g. s ars of t public co. ar frly transfrabl wit out any
rstriction. But s ars in Pvt. Co. ar transfrabl but not as frly as in
public co. bcaus t r may b som rstrictions.
6. p Judicial intrprtations
lgal cass w ic av actually com bfor t court w r corporat
vil as alrady bn liftd:
a.p Protction of incom ta rvnu:
èf t sparat lgal ntity is usd to vad t ta liability, it can b
disrgardd by t law and t prson can b ld liabl to pay incom
ta liability as ld in t cas of
ones V ipman
èn t is cas, Lipman ntrd into contract wit Jons for slling a
pic of land to im. Aftr somtim, Lipman c angd is mind and
formd a fak co. consisting of imslf and is club and transfrrd
t pic of land in t nam of t is fak co. W n Jons askd for
land, Lipman rfusd saying t at dos not av pic of land
now, it blongs to t co. Jons fild a cas in court of law against
Lipman. court liftd t vil of fak co. formd, canclld t
transfr dal in favour of t is fak co. & ordrd Lipman for
spcific prformanc of contract wit Jons.
c.p W n fak companis ar formd for committing fraud and som
illgalitis:
DD V PP cONUcON cO D
èn t is cas, on of t dirctors of t co. cratd many fak cos.
consisting of imslf & is family mmbrs just to commit fraud & illgal
t ings. court liftd t vil of t s fak cos. & ld t dirctor liabl.
d.p For dtrmining t tc nical comptnc of t co., t corporat vil is
liftd as appnd in t cas of:
NW HO ON D V UNON OF ND
èn t is cas, t tlcom dpt of Hydrabad invitd tndrs for printing &
binding of tlp on dirctoris covring 50000 tlp on lins. NH Ltd.
along wit rspondnt no.4 applid. tndr was grantd to
rspondnt no. 4. NH Ltd. fild a cas in ig court against union of èndia
saying t at it as tc nical comptnc to do t is job, so t tndr s ould
b grantd to im. ig court rjctd t pla. NH Ltd. furt r fild
t cas in Suprm Court. Suprm Court liftd t corporat vil of
NH Ltd. & found it ad bot èndian & forign collaboration & is tc nically
comptnt to andl t businss. So t tndr s ould b grantd to NH
Ltd. by t tlp on dpt.
.p W n subsidiary co. is usd by t olding co to commit fraud t
corporat vil is liftd by t court as appnd in:
McH ND NPO D V BH N PO
cOPO ON
èn t is cas, t oldr co. or parnt co. mad an application to transport
corporation for granting licns for its v icls but it could not obtain t
licns for its v icls. So it formd a fak subsidiary company & mad an
application for licns in t nam of subsidiary co. transport dpt
fild a cas in t court against t olding co. court liftd t vil of
subsidiary co. & ordrd t transport dpt to cancl t application for
licns bcaus r subsidiary is formd by t parnt co. just to commit
fraud.
f.p Dtrmination of nmy c aractr of t co.:
Co. is an artificial lgal prson. èt can nvr b a frind or nmy but if its
dirctors & s ar oldrs acquir nmy c aractr, t co. acquirs t
nmy c aractr as appnd in t cas of:
D M & cO D V cONNN Y & UBB cO D
èn t is cas t co. was rgistrd in London to sll t ir tyrs and tubs
manufacturd by t Grman. majority s ar oldrs and dirctors
wr Grman. èn 1914, t war brok out btwn Grmany and England.
So t co. acquird nmy c aractr against t ot r co. On co fild a
cas against t ot r co for t rcovry of r trading dbt. court
ld in t is cas t at by lifting t corporat vi l of t cos. it was found
t at bot cos. av bcom alin nmis. So no paymnt of dbt will b,
mad bcaus trading wit an nmy is against public policy.