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To browse Academia. Skip to main content. Log In Sign Up. Commercial Law Notes; 1! It may denote either objects of proprietary rights, such as pieces of land, domesticated animals, and machines; or the proprietary rights themselves… In common parlance it is usually employed in the former sense, but in the language of jurisprudence in the latter… Property, in the sense of proprietary rights, may exist in relation to physical objects, or to tangible things such as debts or patent rights.
Commercial Law Notes; 2! Commercial Law Notes; 4! Ownership may include a right to use, sell, give away, put into a trust, use as security for a loan, share with co-owners and leave in will. To possess property means to demonstrate an intention to exercise exclusive control or dominion over the item: Parker v British Airways. Compare mere physical custody with no knowledge or intention to control. This allows the person to sue in relation to the item.
Holder of legal possession presumed to be the owner. Will usually coincide with actual possession, but need not! Legal possession remains even if actual possession abandoned.
Treated as possession for certain purposes. Bailee acting under terms of bailment has right to possession, not the bailor owner. Right to possess will ordinarily coincide with legal and actual possession except for wrongful dispossession ie. Commercial Law Notes; 5! Legal Significance of Possession: Possession confers a legal right to retain control of an object against any other person except the person with ownership rights. Possession may allow the possessor to institute or defend legal proceedings in respect of the item.
Thus, merely finding an item is not enough, the exercise of an intention to exercise exclusive control needed. Related Papers.After having obtained the assent of the President of India on 29 Augustit has now become the much awaited Companies Act, Act.
An attempt has been made to reduce the content of the substantive portion of the related law in the Companies Act, as compared to the Companies Act, Act. As of the date of this publication, 99 sections have been notified and a few circulars have been issued clarifying the applicability of these. We are pleased to bring you our new publication, Companies Act, Key highlights and analysis. This publication brings out the significant changes proposed by the Act as compared to the Act and our initial analysis thereon.
It is pertinent to note that for the complete understanding of the implications of various sections of the Act, the related Rules will need to be read with. These Rules have been opened for public comments and consultation in tranches and are expected to be notified thereafter by the end of this fiscal year. The Act introduces significant changes in the provisions related to governance, e-management, compliance and enforcement, disclosure norms, auditors and mergers and acquisitions.
Also, new concepts such as one-person company, small companies, dormant company, class action suits, registered valuers and corporate social responsibility have been included. We hope this publication clearly explains the significant changes and their potential implications. The Act has been in need of a substantial revamp for quite some time now, to make it more contemporary and relevant to corporates, regulators and other stakeholders in India.
While several unsuccessful attempts have been made in the past to revise the existing Act, there have been quite a few changes in the administrative portion of the Act. The most recent attempt to revise the Act was the Companies Bill, which was introduced in the Lok Sabha, one of the two Houses of Parliament of India, on 3 August This Companies Bill, was referred to the Parliamentary Standing Committee on Finance, which submitted its report on 31 August and was withdrawn after the introduction of the Companies Bill, The Companies Bill, was also considered by the Parliamentary Standing Committee on Finance which submitted its report on 26 June The Bill was then considered and approved by the Rajya Sabha too on 8 August The changes in the Act have far-reaching implications that are set to significantly change the manner in which corporates operate in India.
In this publication, we have encapsulated the major changes as compared to the Act and the potential implications of these changes.
We have also included, where relevant, the provisions of the draft rules, which have been issued by the Ministry of Corporate Affairs the MCA till date for public comments.
However, please note that these are only draft rules and will undergo changes before being notified. The Act has introduced several new concepts and has also tried to streamline many of the requirements by introducing new definitions.
This chapter covers some of these new concepts and definitions in brief. A few of these significant aspects have been discussed in detail in further chapters. An OPC means a company with only one person as its member [section 3 1 of Act].
Private company: The Act introduces a change in the definition for a private company, inter-alia, the new requirement increases the limit of the number of members from 50 to Small company: A small company has been defined as a company, other than a public company.
Such a company or an inactive one may apply to the ROC in such manner as may be prescribed for obtaining the status of a dormant company.The exchange of information, by electronic mail or otherwise, relating in any way to LAW LLB NOTES is not intended to create an attorney-client relationship, nor does it create an attorney-client relationship.
Registration of a Company The Companies Actsections deal with the registration of a company. In order to form a company, the following must be sent to the registrar at Companies House:. The Certificate of Incorporation The registrar will examine the documents and provided they are in order he will issue a certificate of incorporation stating that the company is incorporated under the Companies Actsection The company will be allocated a company number by the registrar.
From then on this number must appear on all company documentation. Collectively, this will set down rules as to how the company is to be run. The sources are:. It deals with how the company relates to outsiders i. It should contain five clauses: name, objects, registered office, liability and capital. Name Clause Every company must have a company name and this must be stated in the memorandum. Whilst those involved in forming a company may have definite views on the name they choose for their business, there are various restrictions on their choice of company name.
This warns outsiders dealing with the company that the liability of the shareholders is limited.
A company cannot be registered with a same name as that of an existing company. It is therefore important to search the index of names at Companies House to ensure that the desired name is not already in use. It is also advisable to search the Trade Mark Index to make sure that the proposed name is not already registered as a trade mark. The registrar will also not accept a company name if it is offensive, or suggests criminal activity e.
Hookers Ltd would almost certainly be refused.
The written approval of the Secretary of State is required if the proposed name contains any word which suggests a connection with the royal family or the government or a government department local or central. Although a company must always have a company name, it may decide to trade under a business name.
Registered Office Clause This clause states the country in which the registered office is situated. The full address of the registered office appears on the Form Objects Clause The objects clause should set out the purpose for which the company is in business and what it has power to do.
In the past this was very important as a company could not do anything which was outside the scope of its objects. However, the law has now changed as a result of s. A member of the company can however still challenge a proposed ultra vires act on the basis that the company does not have the power to enter into the agreement.
Limited Liability Clause The clause will merely state that the liability of the members is limited. Capital Clause The figure stated in this clause is the amount of nominal or authorised capital of the company which is the maximum amount of shares the company can issue e.
Once the company has issued all its shares, it may not issue any further shares until the nominal capital figure has been increased. This will be done by the members voting in general meeting. See also textbooks. Email This BlogThis! Newer Post Older Post. Need Law IntroductionAfter you enable Flash, refresh this page and the presentation should play. Get the plugin now. Toggle navigation. Help Preferences Sign up Log in.
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Description: Company law is essentially a study of the manifestation and consequences of the The Certificate of Incorporation and Nullity. Tags: company law nullity. Latest Highest Rated. Hence the course investigates both the internal and external rules which have been designed to enable companies to function.
The external elements enable companies to deal with the outside world, even though they are in reality only 'an abstraction of law', and also include rules which protect third parties when dealing with companies. The internal rules include those regulating the rights of the participants in the company and those that provide machinery for the settlement of disputes over the conflicting rights of the various interest groups involved in a company.
They will acquire familiarity with the sources of company law and their interpretation in such a way that their training in the techniques of this area of law should enable them to seek a solution to most of the problems that can arise. Students will be able to use their firm background in law to develop a critical awareness of some of the academic theories that underpin English company law. The course also involves many equitable concepts such as the trust and fiduciary duties.
It is recognised that some modular students and the Chemistry and Law students do not have this background, although they will have had experience of some of the basic concepts in their contract course. It is however possible for them to study the course using only company law materials, and this lack of detailed knowledge does not present a serious difficulty. On the other hand, the LL. Not every topic will be supported by lectures, and emphasis will be placed upon independent learning by students.
Students will be informed during the course where topics will not be lectured. Sole Traders B. Corporations D. Promoters - in outline B. The Formation Documents C. Consequences of Lack of Legal Personality B.
Remedies C. Practical Solutions 10 Contents IV. The Legal Nature of a Company 1. The company as a separate legal entity 2. Other attributes of corporate personality 3.Company Law Key Managerial Personel KMP Companies Act 2013 CS Executive
LLB students. Thank you and wish you happy and fruitful studying. This notes is not as per companies act Danish said:. Hi, Notes are outdated. Thanks for notes and cool stuff on company's law lectures!! Loved it. Thanks for your notes. It helped me a lot. You must log in or register to reply here.Learning Objectives Introduction What is a company?
A major disadvantage for sole traders and partners is that they have unlimited liability for the debts of their business 3. Introduction The owners of companies, on the other hand, have limited liability Companies are also fairly flexible - ranging from small, one person companies to large multinationals. What is a Company?
COMPANY LAW - PowerPoint PPT Presentation
A company is a body corporate or corporation There are 4 types of corporation. Those created 1. However, nowadays, it is not used to create trading bodies. Separate Legal Personality As companies are a kind of corporation, they have their own separate identity In law, they are regarded as a person Although a company is not a natural person like you or me the law treats it in the same way in many areas.
Separate Legal Personality cont. Unfortunately, the company did not do well and it went into liquidation A liquidator was appointed to sell the assets of the company and pay its debts. The liquidator claimed that the company was a fake because Mr Salomon owned 20 shares and his family owned only 6 altogether Mr Salomon was really just running the same business Therefore, the liquidator argued that Mr Salomon was liable for all the debts of the company However, the House of Lords disagreed The court held that 1.
The fact that some shareholders only held 1 share as a technicality was not relevant The registration procedure could be used to create a one-man company. A company which is properly formed under the Companies Act is a separate person As a result the debts of a company were its own and not those of its members.
Two more cases also help to demonstrate the idea of separate legal personality. In Macaura v Northern Assurance Co, Macaura sold all the timber on his estate to a company in return for all the shares in that company The timber was stored on Macauras estate Macaura insured the timber in his own name Two weeks later, the timber was destroyed in a fire The insurance company refused to pay out because it said Macaura did not have an insurable interest in the timber because he did not own it.
The company owned it. The House of Lords agreed The court held 1. The timber belonged to the company not Macaura 2. Macaura had not insurable interest in the timber even though he owned all the shared in the company 3.
Just as the separate legal identity of a company gives the members limited liability, it also means that the assets of a company belong to it and not to its shareholders Consequences This concept of separate legal personality has several consequences Limited liability Perpetual succession Business property Court actions Liability in tort and crime The rule in Foss v Harbottle Limited Liability The liability of the members of a company for its debts is limited Under the Companies Act a member of a company limited by shares is only liable to pay the full amount of his shares, and a member of a company limited by guarantee is only liable to pay the amount which he guarantees to pay if the company is wound up.
Perpetual Succession Changes in the membership of a company have no effect on the continuation of that company Unlike a partnership, the death or bankruptcy of a member does not end the company In public limited companies, members are free to sell their shares on the stock exchange Business Property Business property is owned by the company and not its shareholders That means a creditor cannot take action against company assets in respect of a debt due by a member of that company.
Court Actions A company can sue and be sued in its own name It can also enter contracts in its own name The companys liability for contractual debts is unlimited. Liability in Tort and Crime Companies are vicariously liable for the torts of their employees Companies can be guilty of crimes which do not require a mental element eg intention or recklessness However, it has been more difficult to prosecute companies where the crime has such an element as it has to be shown that one of the directors of the company had the required mental element This can be very difficult in a large company where the directors are not involved in the day to 23 day operation of the business.
Foss v Harbottle This case gives us the idea of majority rule in a company If a company suffers injury then the majority of members must agree to raise a court action A single member cannot take action against the wrongdoer Lifting the Veil of Incorporation Although the general rule is that a company has a separate legal identity from its members, there are exceptions to this rule when a court will not treat a company as a separate entity This is often referred to as lifting the veil of incorporation Often, this is to prevent abuse of the principle of separate identity Lifting the Veil of Incorporation cont.
For example, under the Companies Actif a company trades with fewer than two members then the sole member has unlimited liability for company debts Also under the Companies Act, officers of the company will become personally liable if they issue bills of exchange or enter into contracts on behalf of the company but do not use the companys full name At common law, the general principle is that the courts will not allow a company to be used for a fraudulent purpose or to avoid a legal duty For example, in Gilford Motor Co v Horne, a term in an employees contract prevented him from approaching former customers after he left Gilford Motor Co Therefore, when he left he formed his own company, and the company approached his former customers The court held the company was a sham being used to avoid the term in his contract.The exchange of information, by electronic mail or otherwise, relating in any way to LAW LLB NOTES is not intended to create an attorney-client relationship, nor does it create an attorney-client relationship.
Company Law - Introduction. Introduction When setting up a business, one of the most important considerations is what form that business should take. The three main options are: 1 Sole trader; 2 Partnership; 3 Company. Sole trader A sole trader is someone who is in business on his own as a self-employed person. There are no formalities for setting up the business. A sole trader is personally liable for all the debts of the business, and so could be made bankrupt if the business is not successful.
However, the major disadvantage of the partnership is unlimited liability for the debts of the partnership. A partnership may also find it harder to raise capital as it cannot issue debentures and other forms of finance security.
An LLP is a hybrid between a partnership and a limited company. The intention was to offer the protection from liability of a limited company and the informality of a partnership. The Company Therefore, although both the sole trader and the partnership are easy to set up, the main risk is that liability is unlimited — participants stand to lose not only their investment but also the rest of their property if things go wrong.
This served to act as a disincentive to start up a business. As a result, there was a demand for some form of business entity which would encourage investment by offering limited liability to its participants — essentially, that investors would, at worst, only lose what they had invested in the business venture. The solution was the company. This course will predominantly focus on the private limited company.
General Meetings - Kinds of Company Meetings - Duties of the Chairman
Advantages and disadvantages of the company Advantages include: 1 Limited liability, which protects members from personal insolvency; 2 It is the company that sues or is sued, rather than its members; 3 The assets are in the name of the company; 4 Members obtain shares and receive dividends; 5 Perpetual succession, which allows the company to continue as members come and go over time; 6 Increased methods of raising finance; 7 Some tax advantages.
Disadvantages include: 1 There is far more regulation and less flexibility than sole trader or partnership; 2 Public inspection of accounts meaning loss of privacy; 3 Various administrative costs, for instance filing fees for documents. Email This BlogThis! Newer Post Older Post.
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