 Definition

 Legal personality
 Formation & registration
 Meeting
 Director
 Dissolution
 A company formed and registered under this
Act
 Formed
 registered
Corporate Veil:
 Post registration Company turns to be
a separate legal person
 The legal person become independent from

the members constituted it

 Company be liable for its action….can sue

and be sued.
◦ Solomon vs Solomon & Company
 Private
 Public

 Difference between public and private

company
 Statutory company

 Foreign company
 Memorandum of Association
 Article of Association
 Authority of Company
 Ultra-vires and intra-vires of Company &
Members
 MOA: object of Company
 Fundamental conditions upon which alone the company
allowed to be registered
 The area beyond which the action of Company can not go
 Basic document define relation between company and
outsiders.
 That provide structure and power of Company
 AOA : detail of Memorandum
 That regulates the rights of the members of the
company
 Internal regulations of management and relation of
shareholders of company
*** Self-Study: Difference between MOA & AOA
 Contractual Capacity: company can not enter into
agreement beyond the legitimate power of MOA

 Liability of Company: Company will be liable for the

ultra-vires activity towards third party

 Constructive Notice: Third party(outsider) is bound to

acknowledge the AOA & MOA of company before entering
into Contract
Extent or limit Company and its legal representatives
are allowed to exercise power
 Ultra-Vires of Company: if the act goes beyond the

legitimate power of MOA

 Ultra-Vires of Director : if the act goes beyond the
legitimate
power of Director(AOA)

 Doctrine of Indoor Management: outsiders is not

responsible for the act within the internal management
(close- door understanding ) of Company & Director
 MOA-
Authority of
Ultra vires of Company Company
Ultra- Vires of Director Intra-
Intra- Vires of Company Vires of
Intra-Vires of Director
Director

Intra- Ultra-
Vires of Vires of
Compan
y Directo
r
 Which ultra-vires can not be accepted by
Company….page 595

 Which act can not be ratified by indoor

Management…page 598

 Meeting, Classification of meeting, voting rules, conduct,

notice

 Minutes
 Director includes any person occupying the
position of director by whatever name called

Directors are described sometimes as agents,

sometimes as trustees and sometimes as managing
partners. But each of these expressions is used not as
exhaustive of their powers and responsibilities , but as
indicating useful points of view from which they may,
for the moment and for the particular purpose be
considered ..Imperial Hydropathic Co-vs- Hampson
Bowen..
 Company enter into contract with natural
person to represent/manage the affairs of
company

Director in a contractual office also
occupy the non-contractual office in
absence of separate agreement
 Director is an executive(agent) as well as

non-executive(trustee) for all function

assigned by company
 Director are not trustee in real sense rather a
quasi-trustee
 They occupy a fiduciary position in relation to
money and property of Company
 They are trustee of company and not of
shareholders
 Director must pay good faith and due-
diligence in discharge of function and are not
allowed to make secret profit
 Due-diligence in office
Directors is a Director whether
executive or non-executive…if the
directors are non-executive but have
influential power over the company, they
may be held liable for causing negligence
in the same manner as in the case of
executive
 The process of termination of legal entity
known as winding-up of company
 Property has been administered only for the
creditors and members
 Company has the contractual capacity to do
regular function

When the process of termination has been
completed duly by liquidators and ceased the
contractual capacity of Corporate known as
liquidation
 Modes of winding up
 Difference between voluntary and creditors
winding- up
 Compulsory grounds of winding up
of company