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    Company Law

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    raemu26
    Company law in India outlines the characteristics and formation of companies. A company has characteristics such as corporate personality, limited liability, perpetual succession, transferable shares, and separate legal existence from its owners. There are different types of companies based on incorporation, membership, liability, ownership, and holding structure. Formation of a company involves promotion, incorporation through registering with the registrar of companies, subscription of capital from shareholders, and commencement of business operations. Key documents that govern a company are the memorandum of association, articles of association, and prospectus.

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    Company Law

    Uploaded by

    raemu26
    49 views33 pages
    Company law in India outlines the characteristics and formation of companies. A company has characteristics such as corporate personality, limited liability, perpetual succession, transferable shares, and separate legal existence from its owners. There are different types of companies based on incorporation, membership, liability, ownership, and holding structure. Formation of a company involves promotion, incorporation through registering with the registrar of companies, subscription of capital from shareholders, and commencement of business operations. Key documents that govern a company are the memorandum of association, articles of association, and prospectus.

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    company law in india

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    Company law in India outlines the characteristics and formation of companies. A company has characteristics such as corporate personality, limited liability, perpetual succession, transferable shares, and separate legal existence from its owners. There are different types of companies based on incorporation, membership, liability, ownership, and holding structure. Formation of a company involves promotion, incorporation through registering with the registrar of companies, subscription of capital from shareholders, and commencement of business operations. Key documents that govern a company are the memorandum of association, articles of association, and prospectus.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PPT, PDF, TXT or read online from Scribd
    Download as ppt, pdf, or txt
    49 views33 pages

    Company Law

    Uploaded by

    raemu26
    Company law in India outlines the characteristics and formation of companies. A company has characteristics such as corporate personality, limited liability, perpetual succession, transferable shares, and separate legal existence from its owners. There are different types of companies based on incorporation, membership, liability, ownership, and holding structure. Formation of a company involves promotion, incorporation through registering with the registrar of companies, subscription of capital from shareholders, and commencement of business operations. Key documents that govern a company are the memorandum of association, articles of association, and prospectus.

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    You are on page 1of 33

    TO BEGIN WITH

    Company law in India

    What is a company?
    - Meaning
    - Advantages - Citizenship

    Characteristics of a company
    1. 2. 3. 4. 5. 6. Corporate personality Limited liability Perpetual succession Transferability of shares Common seal Contractual rights

    7. Contractual rights 8. Separate property 9. Capacity to sue and be sued 10. Separate management 11. Termination of existence 12. Voluntary association

    Corporate veil

    Piercing of the corporate veil I Statutory exceptions


    1.
    2. 3. 4. 5. 6.

    Failure to refund application money Mis-description of company name Misrepresentation in the prospectus Reduction of membership in the prospectus Fraudulent conduct Holding and Subsidiary companies

    II Judicial interpretations
    1. Protection of revenue 2. Prevention of fraud

    3. Determination of character
    4. Avoidance of welfare legislations 5. Determination

    of

    technical

    competence 6. Agency or trust

    KINDS OF COMPANIES I On the basis of incorporation (i) Chartered (ii) Statutory (iii) Registered

    II On the basis of membership (i) Private limited (ii) Public limited

    III On the basis of liability (i) Limited by shares (ii) Limited by guarantee (iii) Unlimited

    IV On the basis of holding (i) Holding (ii) Subsidiary

    V On the basis of ownership

    Government (II) Foreign (III) One man company


    (I)

    Miscellaneous
    1. Associations not for profit
    2. Illegal associations 3. Public financial institutions

    FORMATION OF COMPANY
    I Promotion II Incorporation III Capital subscription IV Commencement of business

    Promotion
    (i)
    (ii) (iii)

    (iv)
    (v)

    Meaning of promotion Meaning of promoter Functions of promoter Legal position of promoter Rights of promoters (a) Remuneration (b) Reimbursement (c) Rateable contribution

    (vi) Duties (a) Act as trustee (b) Disclose relevant facts (c) Disclose interest in property (d) Not to make secret profit

    (vii) Liabilities (a) Preliminary contracts (b) Hand over secret profits (c) Pay compensation to subscribers (d) Criminal liability

    Incorporation
    (i) Procedural formalities

    (a) Name approval (b) Submission of documents (ii) Certificate of registration (iii) Effects of registration

    Capital subscription
    Private companies Public companies

    Commencement of business
    (i) Private companies
    (ii) Public companies

    -Preliminary contracts/ Pre-incorporation contracts -Provisional contracts

    Documents of company
    I Memorandum of association II Articles of association III Prospectus

    Memorandum of association
    1. 2. 3. (i) (ii) (iii) (iv) (v) (vi)

    Meaning Purpose Content/ Clauses: Name Situation Objects Liability Capital Subscription

    4. Alteration of memorandum 5. Doctrine of Ultra vires (i) Meaning (ii) Consequences of ultra vires acts (a) Injunction (e) Ultra vires acquired (b) Breach of warranty property (c) Personal liability of (f) Ultra vires borrowing Directors (d) Ultra vires contracts (g) Ultra vires torts

    Articles of association
    1. Meaning
    2. Contents 3. Alteration of Articles

    4. Relationship between MOA & AOA

    5. Doctrine of indoor management (a) Meaning (b) Exceptions (i) Knowledge of irregularity (ii) Negligence (iii) Forgery (iv) Acts outside apparent authority

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