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Law incorporation of companies


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Law incorporation of companies

  1. 1. Companies Act 1956• Introduction•Defn of Company•Essential Features of Company• Types of Companies•Incorporation of Companies•MOA and AOA•Short Notes :•Doctroine Of Ultra Vires , IndoorManagement , LLP and LLC , SickCo’s
  2. 2. Contd• Registration of Companies• Prospectus• Directors of the Company• Distn Betwn• Partnership / Company• Private Co/ Public Company
  3. 3. • The company Law seeks to achieve the following:-• To encourage investments• To ensure proper administration• To prevent malpractices• To allow in Investigations
  4. 4. • A Company Act 1956 defines a company as• “Company which is formed and registered under this act.”
  5. 5. • A company is defined as a voluntary incorporated association which is artificial person, created by law with limited liability having a common seal and perpetual succession.
  6. 6. Essential Features Of A Company1) Registration:- A company is to be compulsorily registered under the Companies Act.
  7. 7. 2) Distinct Person(Separate legal entity):- A company is a distinct person possessing its own identity. Its altogether a separate legal entity which is independent from its members ,though controlled by the Board of Directors. In Salomon v/s A Salomon & Co (1897) AC 22 it has been held that in common law a company is a legal person or has a legal entity separate from its members and is capable of surviving beyond the lives of its members.
  8. 8. • Perpetual Succession :- A company incorporated never dies. It has a perpetual succession the members may come and go but the company can go forever and remain the same entity. The death or insolvency of the members does not affect the corporate existence of the company.
  9. 9. • Artificial Person but not a citizen:- The company is artificial person. It functions through its Board of Directors. However, it is not a citizen as it cannot enjoy the rights under the Constitution of India or Citizenship Act.
  10. 10. • Transferrable shares:- A company has the greatest advantage of its shares being easily transferable. Unlike a partnership concern, where against the will of the partners the transferee does not become a partner the members in an incorporated company can easily transfer their shares.
  11. 11. • Limited liability :- The novel idea of limited liability, for the first time introduced in Company’s Act of 1857.Any person can participate in the share capital of an incorporated company and the limit his liability to the extent of his participation.
  12. 12. • In limited liability members cannot be called upon, in case of liquidation or winding up of the company to contribute more than what has been agreed by them to subscribe by way of participating in the share capital of the company. Unlike partnership concern where the liability of each partner is unlimited and he/ can be called upon to shell out the last penny in the pocket to meet the liabilities of the partnership concern
  13. 13. • In a corporation the members can be called upon to contribute only to the only to the extent of their unpaid up capital on shares subscribed by them. This secures members and encourages large- scale investments in an incorporated form of organisation.• Common seal:-The company has separate legal existence under its own common seal. It can enter into contracts other companies.
  14. 14. • Separate property:- The company being legally distinct personality enjoys the right to dispose off its property in its name.• Capacity to sue and be sued:- A company can sue in its corporate name. The companys right to sue arises when some loss is caused to the company.
  15. 15. Company and Partnership Concern Partnership Company• Registration: • Registration of a Registration of firm company is is not compulsory. compulsory under• Membership : Company Act. Minimum two • Minimum two and persons constitute a maximum fifty partnership constitute a Private .maximum Limited company membership in case and For public of partnership Limited Company doing banking minimum seven business is ten and maximum persons and for unlimited constitute other business is its requirement. twenty persons.
  16. 16. Membership Membership• Minimum two • Minimum two and persons constitute a maximum fifty partnership. constitute a Private• Maximum Limited company membership in case and For public of partnership Limited Company doing banking minimum seven business is ten and maximum persons and for unlimited constitute other business is its requirement. twenty persons.
  17. 17. Legal Status Legal Status• Legal Status: A firm • A company has a has no separate separate legal legal status existence of its own.
  18. 18. Management Management• Management vests • Management vests in the hands of the in the Board of Partners Directors elected by the Shareholders
  19. 19. Existence Existence• Partnership has no • Company has a perpetual existence perpetua; existence
  20. 20. Liability Liability• Partners of the firm • The Liability of the are liable to Shareholders is Unlimited extent ie generally limited in Partnership there is an Unlimited Liability
  21. 21. Death Death• Death of the • Death of the Partner may mean Shareholder does dissolution of the not effect the Partnership existence of the company
  22. 22. Types of Companies• Royal Charter or Chartered Companies• Statutory Companies• Registered Companies
  23. 23. • Registered Companies• > Companies Limited by Shares• > Companies Limited by Guarantee• >Unlimited Companies• Companies Limited by Shares further are divided into Public companies and Private Companies
  24. 24. Companies Limited by Shares• These Co’s Have :• Share Capital The Liability of each Member of the Company is limited by Memorandum to the extent of the Face Value of the Shares subscribed by him• ( In other words during the existence of the company or in the event of Winding up a member can be called upon to pay the amount remaining unpaid on the Shares subscribed by him
  25. 25. Companies Limited by Gtee• These Companies may or may not have the Share Capital• Each Member promises to pay a fixed sum of Money specified in the Memorandum in the venet of Winding up /Liquidation of the Company for the payment of debts and Liabilities of the Company• This Amount promised by him is the Guarantee
  26. 26. Unlimited Cos• The Liability of the members in these Co’s is Unlimited like an Ordinary Partnership firm (Without any Limit )