5

THE COMPANIES ACT ,

2013

TB Revision
writing
Introduction V V

Corporate veil
theory
classes of companies

of
Incorporation Company
Classification of Capital

shares

Memorandum of association V

Doctrine of Ultra Vives V

Articles of association -

Of Indoor
~
Doctrine
Management
Being a mere creation of law, it possesses only the properties which the Charter of its
creation confers upon it, either expressly or as incidental to its very existence

A member does not even have an insurable

interest in the property of the company. The
leading case on this point is of Macaura Vs.
Northern Assurance Co. Limited (1925):
 on the basis of members

one-person
public private
↓ OPC 2(62) : private limited company
which has member
company only one person
-

a as a

Cannot be incorporated as a sec-s

company [NPO] though it can be
converted into private/public company

cannot
carry out
non-banking financial investment activities (investment in

securities of
any others corporate]

Private
company 2(68) which by articles
.
2 its :

restricts to transfer its shares

the
right
-

& shareholders Cannot transfer shares without the other shareholders]

permission of

limits the number of its members to [except OPC]

-

200

& persons holding shares and

employment [eluding ment] shall not be included in of members
no

prohibition of invition to subsribe to

-

the companies securities

Small is private company

Company a :

EX :

considered
So members
↓ -
are
jointly holding shares

15 and "I
as 1
employees 10
ex-employees
190 other members

TOT No of members : 191

3
publicCompany 2171)

Sec 3(1)(a)
company may be formed
: a

for
any legal purpose by seven
or mor

formed is to be
members , the Company a

Public
Company
articles do not have
restricting clauses
-

Act
by special a

company governed
or a

Min : 7 members Mase : NO Limit

a
subsidary of a public company is public Company even
though it is
-

a
,

private as
per its articles
 ARTICLES Of ASSOCIATION
Section 5 articles
: = internal
regulations
1. contains regulations
.
2 Inclusion of matters creates certain
rights and obligations
·

contains provisions entrenchment between the members

.
3 for and the
Company
inclusion of the entrenchment provision bye-laws
·

4. manner of

.
5 Notice to the provision
registrar about the entrenchment

.
6 Forms of articles

.
7 Model articles

.
8 Companies registered after this act .

Doctrine of Indoor
Management : an exception to the doctrine of constructive notice

it is therefore the
duty of every person
dealing with the
Company to inspect its documents
that is in
and make sure the contract Conformity
~
the presumption that a person must have read with provisions.
and understood the contents of the does

memorandum L *
articles , special resolution

DOIM presumption
↳ persons dealing with
Internal the
: that
workings of a
company are

entitled to that the acts of the

company are
according to its MOA and AOA assume

directors Of the
officers
or other
Company
performed, if in
Exceptions are
validly they are

a) of their
actual or constructive
knowledge of
irregularity scope apparent
authority.
b) suspicion of
irregularity
C) Forgery
What are the instances in which the corporate veil may be lifted?

Procedure to be followed for the incorporation of the company

Content of memorandum

Public financial institutions