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In: English and Literature

Submitted By shukoly1992
Words 11886
Pages 48
By: Ankur Mittal

COMPANY LAW - LECTURE NOTES
I. INTRODUCTION TO INCORPORATION

1. Definition of a "Company"

A company is a "corporation" - an artificial person created by law.
A human being is a "natural" person.
A company is a "legal" person.
A company thus has legal rights and obligations in the same way that a natural person does. 2. Companies and Partnerships Compared
(a) A company can be created only by certain prescribed methods - most commonly by registration under the Companies Act 1985. A partnership is created by the express or implied agreement of the parties, and requires no formalities, though it is common to have a written agreement.
(b) A company incurs greater expenses at formation, throughout its life and on dissolution, though these need not be excessive.
(c) A company is an artificial legal person distinct from its members. Although in Scotland a partnership has a separate legal personality by virtue of s.4(2) of the Partnership Act 1890, this is much more limited than the personality conferred on companies.
(d) A company can have as little as one member and there is no upper limit on membership. A partnership must have at least two members and has an upper limit of 20 (with some exceptions).
(e) Shares in a company are normally transferable (must be so in a public company). A partner cannot transfer his share of the partnership without the consent of all the other partners.
(f) Members of a company are not entitled to take part in the management of the company unless they are also directors of it. Every partner is entitled to take

e-mail:mittal.ankur1988@gmail.com

By: Ankur Mittal

part in the management of the partnership business unless the partnership agreement provides otherwise.
(g) A member of a company who is not also a director is not regarded as an agent of the company, and cannot bind the company by his actions. A partner in a firm...

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