Professional Documents
Culture Documents
What is a company?
Features of a company
A company is considered as a
separate legal entity from its
members, which can conduct
business with all powers to contract.
Independent corporate entity
(Saloman V. Saloman) It is
independent of its members and
shareholders
Other features
Features continued..
continued
Other circumstances
Types of Companies
Limited Company
Unlimited Company
Government Company
Foreign Company
A company incorporated
outside India, but having a place
of business in India.
If it does not have a place of
business in India but only has
agents in India it cannot be
considered to be foreign
company.
Private Company
Public Company
Conversion of Company
Incorporation of a Company
Promoters
Memorandum of Association
It should be printed
Divided into paragraph and numbers
consecutively
Signed by at least seven persons or
two in case of public and private
company respectively.
The signature should be in the
presence of a witness, who will have
to attest the signature
Members have to take shares and
write the number of shares taken
with full address
d)
e)
Injunction
Directors personal liability.
If a property has been purchased
and it is an ultra vires act, the
company can have a right over that
property.
The doctrine to be used exclusively
for the companies interest.
But the others cannot use this
doctrine as a tool to attack the
company
Articles of Association
AOA
Share capital
Lien on shares
Calls on shares
Transfer and transmission of shares
Forfeiture of the shares
Surrender of the shares
General meetings
Alteration of the capital
Directors etc..
Dividends and reserves
Account and audit
Borrowing powers
Winding up
Adoption of the preliminary contracts etc.
Prospectus
Share Capital
Kinds of shares
>Preference shares- It can be further
classified as
Participating preferential shares.
Cumulative preferential shares
Non Cumulative preferential shares
>Redeemable Shares and
>Irredeemable Shares
>Equity or ordinary shares
>Shares at premium
>Shares at discount
>Bonus shares
>Right shares
Buy-Back of Securities
Dividends
Dividend
Directors
The Legal Status of the director
The director occupies the position of a:
As a Trustee- In relation to the company
As Agents- When they act o n behalf of the
company
As Managing Partner-As they are entrusted
with the responsibility of the company
Qualification Shares
In case there is requirement as per the AOA
for the director is bound to buy qualification
shares
If acts are done by the director prior to he or
she being disqualified, the acts are
considered to be valid.
Disqualifications
As per the company law, the following
persons are disqualified from been appointed
as a director:
Unsound mind
An undischarged insolvent
A person who is convicted by the court
Who has applied for being adjudged insolvent
Not paid for the call on shares
Persons who are already directors in maximum
number of companies as per the provisions of
the Act or
Any other person who has been disqualified by
the court for any other reason
Appointment of Directors
Criminal Liability
Company Meetings
Classification of Meetings
Shareholders meetings
a) Statutory meetings ( which
happens only once in the lifetime of
the company)
b) EGM- Convened to transact some
special or important decision to be
taken
c) Class meetings- This is the
meeting of the shareholders- which
is convened by the class of
shareholders based on the kind of
shares they hold.
continued..
Other meetings
Resolution
Compromise, Reconstruction
and Arrangement
Scheme to be approved
Modes of Reconstruction or
Amalgamation
Winding up
Modes of winding up
Winding up procedure