The document defines key terms related to company accounts and shares:
- A company is a separate legal entity formed under the Companies Act with members having limited liability. It has perpetual existence independent of member changes.
- A company's capital is divided into authorized, issued, subscribed, called up, and paid up portions. It must maintain accounts and undergo periodic audits according to law.
The document defines key terms related to company accounts and shares:
- A company is a separate legal entity formed under the Companies Act with members having limited liability. It has perpetual existence independent of member changes.
- A company's capital is divided into authorized, issued, subscribed, called up, and paid up portions. It must maintain accounts and undergo periodic audits according to law.
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Attribution Non-Commercial (BY-NC)
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The document defines key terms related to company accounts and shares:
- A company is a separate legal entity formed under the Companies Act with members having limited liability. It has perpetual existence independent of member changes.
- A company's capital is divided into authorized, issued, subscribed, called up, and paid up portions. It must maintain accounts and undergo periodic audits according to law.
Copyright:
Attribution Non-Commercial (BY-NC)
Available Formats
Download as PPT, PDF, TXT or read online from Scribd
• In law, ‘company’ is termed as an entity which is formed and
registered under the Companies Act, 1956 or an existing company formed and registered under any of the previous laws (an act or acts relating to companies before the Indian Companies Act 1956). • As per this definition of law, there must be a group of persons who agree to form a company under the law and once so formed, it becomes a separate legal entity with a distinct name of its own. • Its existence is not affected by any changes in the composition of members. Generally, the capital of the company consists of transferable shares, and members have limited liabilities. CHARACTERISTICS OF A COMPANY • Incorporated Association • A company comes into existence through the operation of law. Therefore, its incorporation under Companies Act is imperative (of vital importance). • Without this registration, no company can come into existence. Being created by law, it is regarded as an artificial person. • Also, the registration provides the status of domicile to the company. • Separate legal entity • A company is a separate legal entity, which is not affected by changes in its membership. • Mathematically, the separation of entity of company and that of members can be expressed as (n+1), where n is the number of members and 1 refers to the identity of the company. • Therefore, a company, being a separate entity, can contract, sue, and be sued in its corporate name and capacity. • Perpetual existence • Since a company has existence independent of its members, it continues to be in existence despite the death, insolvency, or change in the composition of its members. • Limited liability • The liability of every shareholder of a company is limited to the amount he/she has agreed to pay to the company on the shares allotted to him/her. • Ownership and Management • The control and management of company’s affairs are entrusted to the directors who are vested with the overall responsibility of management and operational control, even though the shareholders have contributed to the capital. • Thus the managers (directors) of the company carry on the business of the company on the basis of fiduciary (involving trust) relationship with the shareholders. • Common Seal • A company is not a natural person; hence, it cannot sign the documents in the same manner as a natural person. In order to enable the company to sign its documents, it is provided with a legal arm known as the common seal. • The common seal is affixed on all documents by the person authorized to do so; he /she signs for and on behalf of the company. • Right of Access to Information • The right of the shareholders of a company to inspect its books of account, with the exception of books open for inspection under the Statue; it is governed by the Articles of Association. • The shareholders have a right to seek information from the directors by participating in the meetings of the company and through periodic reports. • Maintenance of Books • A limited company is required by law to keep a prescribed set of account books and any failure in this regard attracts penalties. • Periodic Audit • A company has to get its accounts periodically audited through the chartered accountants appointed for the purpose by the shareholders on the recommendation of the board of directors. • Not a Citizen • A company is not a citizen in the same sense as a natural person is, thought it is created through the process of law. • It has a legal existence but does not enjoy the citizenship rights and duties as are enjoyed by the natural citizens. • Share capital of a company • Share capital is the amount of money contributed by shareholders for the furtherance of objectives of the company for which it was created. • It is divided into six categories. • Authorized, registered, or nominal capital • This is the amount stated in the ‘capital clause’ of the Memorandum of Association, with which the company is registered. • On registration, an ad valorem duty is paid on the amount of authorized capital. • Since the company is registered with a given amount of share capital, on incorporation, it becomes entitled to issue shares of that much amount and number. • Hence, it also referred to as authorized capital. • Issued capital • It is the part of authorized capital, which is offered to the public for subscription, including shares offered to the vendors for subscription other than cash. • Subscribed capital • It is that part of issued capital that represents the face or nominal value of shares subscribed for by persons i.e. applied for by prospective shareholders and allotted by the com0any. • This also includes the face value of shares issued by the company for consideration other than cash. • Called up capital • It is the portion of subscribed capital that the directors require the shareholder to pay on the shares allotted to them. • The directors may decide to call the entire amount or part of the amount of the face value of shares as the need may be. • Paid up capital • The amount of called-up capital, which has been actually paid by the shareholders, is referred to as paid-up capital.
• Example
• A limited company has been incorporated with an authorized
capital of Rs 10,00,000 divided into 1,00,000 shares of Rs 10 each. • It offered 90000 shares for subscription by the public and, out of these 85000 shares were subscribed for. • The directors called for an amount of Rs 6 per share and received the entire amount except for Rs 2 per share on 500 shares. Calculate the amount of different categories of share capital.