Company Law

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Topics under Company Law

Forms of organisations Features of a company Lifting the corporate veil Types of companies under the Act Forming the company Memorandum and Articles of Association Management of the company Winding up Company Law Board
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Forms of organisations

Sole proprietorship Partnership Limited Liability Partnership Cooperative society Company

Features of a Company

Incorporated association Artificial legal person Separate legal entity Perpetual succession Limited liability Transferable shares Common seal

Separate property Capacity to sue and being sued

Company Law
Company definition: A company may be defined as a voluntary association of persons formed for the purpose of some business for gain, with capital divisible into shares, limited liability, and a distinctive name, and having, as a corporate body, a personality separate and distinct from its members and a common seal.
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Company law

Minimum and maximum members in the private and public company [sections 3 & 12] Lifting the corporate veil

Forming a company

Promoters

Pre-incorporation contracts

Registration of the company Certificate of Incorporation

Memorandum of Assn., Articles of Assn.

Prospectus Capital subscription Certificate of Commencement of business

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Types of companies under the Act

Private companies limited by shares Public companies limited by shares Unlimited companies Guarantee company Associations not for profit (section 25 company) Producer company
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Company Law
Memorandum of Association Contents [s.13] Doctrine of ultra vires Articles of Association Contents [s.26] Doctrine of indoor management Constructive notice of MoA and AoA
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Memorandum of Association
Contain the conditions and objects for which the company is incorporated It is subordinate to the Companies Act It defines the relationship between the company and the outside world

Articles of Association
Contain the rules and regulations for the internal management of the company. It is subordinate to the Companies Act and MoA It defines the relationship between company and members

It is difficult to make an alteration in it It is relatively easy to make an alteration in it Any act committed by a company beyond its MoA is ultra vires and even the unanimous vote of all the shareholders cannot ratify it. Acts done by the company beyond its AoA are simply irregular and can subsequently be ratified by shareholders provided it is within the scope of the MoA
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Management of the company

Directors

Minimum number of directors [s.252] Appointment of Directors Civil and criminal liabilities Illegal acts, fraud on minority

Majority powers and minority protection

Prevention of oppression and mismanagement [sections 397 & 398]

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Management of the company

Winding up

Voluntary [s.484] Compulsory under the order of the court [s.433]

Company Law Board

Established in 1991 Principal Bench in Delhi with regional benches in the Mumbai, Kolkata and Chennai
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