Company Law eBook & Lecture Notes PDF Download ( - India's Biggest Website for Law Study Material Downloads)

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  (1) LESSON : 1MEANING, CHARACTERISTICS AND TYPES OF A COMPANY STRUCTURE 1.0Objective1.1Introduction1.2Meaning of Company1.3Characteristics of a Company1.4Distinction between Company and Partnership1.5Types of Company1.6Summary1.7Keywords1.8Self Assessment Questions1.9Suggested Readings 1.0OBJECTIVE After reading this lesson, you should be able to:(a)Define a company and explain its features.(b)Make a distribution between company and partnership firm.(c)Explain the various types of companies. 1.1INTRODUCTION Industrial has revolution led to the emergence of large scale businessorganizations. These organization require big investments and the risk involved is veryhigh. Limited resources and unlimited liability of partners are two important limitationsof partnerships of partnerships in undertaking big business. Joint Stock Company formof business organization has become extremely popular as it provides a solution to  (2)overcome the limitations of partnership business. The Multinational companies likeCoca-Cola and, General Motors have their investors and customers spread throughoutthe world. The giant Indian Companies may include the names like Reliance, TalcoBajaj Auto, Infosys Technologies, Hindustan Lever Ltd., Ranbaxy Laboratories Ltd.,and Larsen and Tubro etc. 1.2MEANING OF COMPANY Section 3 (1) (i) of the Companies Act, 1956 defines a company as “a companyformed and registered under this Act or an existing company”. Section 3(1) (ii) Of theact states that “an existing company means a company formed and registered under anyof the previous companies laws”. This definition does not reveal the distinctivecharacteristics of a company . According to Chief Justice Marshall of USA, “A companyis a person, artificial, invisible, intangible, and existing only in the contemplation of the law. Being a mere creature of law, it possesses only those properties which thecharacter of its creation of its creation confers upon it either expressly or as incidentalto its very existence”.Another comprehensive and clear definition of a company is given by Lord Justice Lindley, “A company is meant an association of many persons who contributemoney or money’s worth to a common stock and employ it in some trade or business,and who share the profit and loss (as the case may be) arising there from. The commonstock contributed is denoted in money and is the capital of the company. The personswho contribute it, or to whom it belongs, are members. The proportion of capital towhich each member is entitled is his share. Shares are always transferable although theright to transfer them is often more or less restricted”.  (3)According to Haney, “Joint Stock Company is a voluntary association of individuals for profit, having a capital divided into transferable shares. The ownershipof which is the condition of membership”.From the above definitions, it can be concluded that a company is registered association which is an artificial legal person, having an independent legal, entity witha perpetual succession, a common seal for its signatures, a common capital comprised of transferable shares and carrying limited liability. 1.3CHARACTERISTICS OF A COMPANY The main characteristics of a company are : 1.Incorporated association. A company is created when it is registered under the Companies Act. It comes into being from the date mentioned in the certificateof incorporation. It may be noted in this connection that Section 11 provides that anassociation of more than ten persons carrying on business in banking or an associationor more than twenty persons carrying on any other type of business must be registered under the Companies Act and is deemed to be an illegal association, if it is not soregistered.For forming a public company at least seven persons and for a private companyat least two persons are persons are required. These persons will subscribe their namesto the Memorandum of association and also comply with other legal requirements of the Act in respect of registration to form and incorporate a company, with or withoutlimited liability [Sec 12 (1)]  (4) 2.Artificial legal person.  A company is an artificial person. Negatively speaking,it is not a natural person. It exists in the eyes of the law and cannot act on its own. It hasto act through a board of directors elected by shareholders. It was rightly pointed outin Bates V Standard Land Co. that : “The board of directors are the brains and the only brains of the company, which is the body and the company can and does act only throughthem”.But for many purposes, a company is a legal person like a natural person. It hasthe right to acquire and dispose of the property, to enter into contract with third partiesin its own name, and can sue and be sued in its own name.However, it is not a citizen as it cannot enjoy the rights under the Constitutionof India or Citizenship Act. In State Trading Corporation of India v C.T.O (1963 SCJ705), it was held that neither the provisions of the Constitution nor the CitizenshipAct apply to it. It should be noted that though a company does not possess fundamentalrights, yet it is person in the eyes of law. It can enter into contracts with its Directors,its members, and outsiders.Justice Hidayatullah once remarked that if all the members are citizens of India,the company does not become a citizen of India. 3.Separate Legal Entity : A company has a legal distinct entity and is independentof its members. The creditors of the company can recover their money only from thecompany and the property of the company. They cannot sue individual members.Similarly, the company is not in any way liable for the individual debts of its members.The property of the company is to be used for the benefit of the company and nor for 
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