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Company Law Final
Company Law Final
Company Law Final
OF HOTEL MANAGEMENT
AND TOURISM
PANJAB UNIVERSITY CHANDIGARH
COMPANY LAW
A LEGAL PERSPECTIVE
DEFINITION OF COMPANY
England
Commercial Revolution
Body corporate by Royal Charter - 17th and 18th Century
Bubbles Act of 190 -> Promoting Companies illegal ->
Repealed in 1825
The Joint Stock Companies Act, 1844
The English Act, 1948/1985 and 1989
India
A C O M P A N Y IS A N
A S S O C IA T IO N O F P E R S O N S
F O R S O M E C O M M O N P U R P O S E V IZ .
B U S IN E S S , C H A R IT Y , R E S E A R C H E T C .
R E G IS T E R E D O R IN C O R P O R A T E D U N D E R
T H E C O M P A N IE S A C T W H E R E B Y IT A Q U IR E S
C E R T A IN A T T R IB U T E S
S e p a ra te T ra n s fe ra b le
L e g a l E n tity S h a re s
L im ite d S e p a ra te
L ia b ility P ro p e rty
P e rp e tu a l C o m m o n
S u c c e s s io n S e a l
CHRACTERISTICS FEATURES OF A COMPANY
1. Incorporated association
3. Artificial person
4. Limited liability
5. Separate property
6. Transferability of shares
7. Perpetual succession
8. Common seal
9. Capacity to sue and to be sued
Separate Legal Entity
company.
Transferability of Shares
Name
Foreign Companies
a. Promotion
b. Registration or incorporation
c. Capital Subscription
d. Commencement of Business.
We shall now discuss each of these four stages.
Promotion
This is the first stage in the formation of a
company. It refers tothe entire process by which a
company is brought into existence.It starts with
the conceptualization of the birth of a
companyand determination of the purpose for
which it is to be formed.Do you know what we
mean by promoters?
Promoters
3.PERPETUAL SUCCESSION
- Company never dies
- Like a River
- Members may come and go, but Company can go on forever
4.SEPARATE PROPERTY
Walton. J- The property of the Company is not the property
of shareholders, it is the property of the Company
5.TRANSFERABLE SHARES
The Shares and Debentures or other interest of any member
in a Company shall be moveable property, transferable in
the manner provided by the Articles of the Company
6.CAPACITY TO SUE AND BE SUED
- Can sue and be sued in its own name
- Criminal complaint
- Defamation
- Infringement of privacy
7.PROFESSIONAL MANAGEMENT
Independent functioning of Managers assured as there is no
human employer
8.FINANCES
- Raise Capital by Public Subscription
MANAGEMENT OF A COMPANY
A company functions through the medium of Board of
Directors. However, certain powers have been reserved to
be exercised by shareholders in general body meetings. The
Companies Act, 1956 confers general power to the Board of
Directors. Board of Directors of a company shall be entitled
to exercise all such powers, and to do all such acts and
things, as the company is authorized to exercise and do.
Disadvantages of a Corporate Form
2. Corporate disclosures
Legal status
Property
Management
Existence
Liability
Creditors
Statutory obligation
Is Company a Citizen
A PRIVATE COMPANY
Means a Company which has a minimum paid-up
Capital of Rs. 1.00 lac
AND
A PUBLIC COMPANY
means a company which
Is formed by at least
Seven Persons
and
2. Public companies
3. Government companies
4. Foreign companies
6. Registered companies
7. Existing companies
• Private Company
• Public Company
On the basis of the liability of the members, a company can be classified as -
• Government Companies
• Foreign Companies
On the basis of the control, we can classify company as -
Holding companies
Subsidiary Companies
REGISTRATION / INCOPORATION
OF A COMPANY
Procedures for registration / incorporation of a company :
1. Type of company;
continue……..
5. Preparation of other documents:
7. Certificates of incorporations.
Private Limited Company
Maximum number of members 50
Restrict the right to transfer its shares
No deposit from public
No issue of shares to public
Distinction between Public and
Private Company
Members
Transfer of shares
Public invitation
Name
Privileges
Number of directors
Loans
Minimum paid up capital
Companies Act 1956
Lifting of corporate veil
Certification of incorporation
Certificate of commencement of business
Promoter
Preliminary or pre- incorporation contract.
Memorandum of Association
Means MOA of a company as originally
framed or as altered from time to time in
pursurance of any previous companies law or
of this act.
Contents of MOA
Name clause
Registered office of the company
Object clause
Capital clause
Liability clause
Subscription or association clause
Companies Act 1956
Alteration of MOA
Articles of Association
Doctrine of Ultra Vires
Constructive notice
Doctrine of Indoor management
INTRODUCTION
The Company act 1956 is the successor of
Indian companies Act 1913.
Affecting the Administration and
members of Parliament.
OBJECTIVES
Full and Fair disclosure of all information
Enforcement of proper performance of duties
by Company management.
Proper standard of accounting and auditing
Effective participation and control by share
holders.
TYPES OF COMPANY
HOLDING COMPANY
GOVERNMENT COMPANY
FOREIGN COMPANY
INVESTMENT COMPANY
TYPES OF COMPANIES UNDER OUR LAWS.
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