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Company Law

1. Nature and Characteristics of a company


2. Types of companies
3. Incorporation of a company
4. Registration of company

Etymology:

The word company was first used in 1150. In Latin it was called companio
companion which means one who eats bread with you. Now, a company means
business association which was recorded for the first time in 1553. Under the
Companies Act,2013 a company is defined under Section. 2(20) wherein a company
means a company incorporated under this act or the previous company law.

Definition:

Lord Lindley definition of company

Characteristics:

1. Juristic Person
2. Corporate Personality
3. Separate Existence
4. Different from shareholders
5. Sue and be sued
6. Perpetual succession
7. Hold property in its name

Case Laws:

1. Salomon v. Salomon and co.Ltd.


2. Catherine Lee v. Lees air farming ltd.
3. Re: Kondoli Tea co.ltd
4. Indian Oil corp. Ltd. v. Chief inspector of factories
5. Som prakash Rekhi v. Uoi
6. Telco v. State of Bihar
7. Macaura v. Northern Assurance co.Ltd.

Types of companies:

A promoter decides the type of a company.

1. Private ltd.co. and public ltd. co.


2. Limited liability and limited by shares
3. One person company
4. Limited liability partnership
5. Subsidiary and holding
6. Govt co.
7. Public sector undertaking
8. Foreign companies

Incorporation

Blacks Law dictionary defines incorporation as the formation of Legal Corporation. This
gives a corporate personality to the company by which it is distinguished from it members.
The certificate of incorporation brings a company into existence.

Advantages:

1. Independent existence
Salomon v. Salomon
Lee v. Lee
Kondoli tea co.ltd.
2. Limited Liability
Diff it with limited by gurantee 2(21) 2013 Act
3. Perpetual sucession
Refer definitions of Blackstone and Grover
Re Noel Tedman Holdings Pvt. Ltd.
- Only husband wife members they die, co.goes to govt - escheat
Floating Services Ltd. v. MV san Fransesco Pipacola
- Advantage of incorporationis that co. never dies unless striked from register . it
has perpetual succession and remains in existence however often its members
change until its dissolution.
4. Separate Property
Macaura v. Northern assurance co.ltd.

Disadvantages:

1. Lifting of Corporate veil


Salomon v. Salomon
5 principles learnt in this case
1. Separate legal entity
2. Limited liability
3. Property of co. not of individuals
4. Secured creditors given preference over unsecured creditors
5. Floating charge
2. Artificial person not a citizen
Whether a co. can claim fundamental rights?
r.c. cooper v. Goi bank nationalisation case
bennet coleman and co. v. Goi

Lifting of corporate veil

Prof Gower 4 types *ppt.no.8 Gower slide*

1. Peeping
2. Penetration
3. Extending
4. Ignoring

Cases:

Tax evasion

1. Daimler co.ltd. v. Continental rubber tire co.


2. M.c. Dowell and co. ltd. v. Cit
3. CIT v. Meenakshi mills
4. Commr of Central Excise v. Modi Alkalies
5. Delhi Development Authority v. Skipper Constructions

Fraud or misconduct

1. Jones v. Lipman
2. PNB finance ltd. v. Shri Shital Prasad jain and ors.
3. Jyothi harshad Mehta and ors. V. Custodian
4. Workmen of associated rubber industries ltd.

Co acting as agent of ahareholders

1. Re f.g. films ltd


2. Telco .v state of bihar

Co is sham

1. Gilford motor co.ltd. v. horne

Rest all cases in the ppts. : )