Saloman vs. Saloman & Co. Ltd. laid that company is a juristic person different and separate from its members.
Under certain situations the courts may lift the corporate veil/ veil of incorporation and thus disregard the separate legal entity of the company. This is called lifting the corporate veil.
Incorporation of company
A company is said to come into existence only after its registration and issue of Certificate of Incorporation.
The company to be incorporated must be validly constituted and be an association for a lawful purpose. After all the formalities are compiled and the Registrar is satisfied, the company is registered under the Act.
On registration the Registrar shall issue a Certificate of Incorporation to the company.
To provide an integrated process of incorporation, the MCA has introduced SPICe for simplifying the filing of forms.
Effect of registration
From the date of incorporation the company becomes a legal person by the name contained in the Memorandum and capable of exercising all the functions of an incorporated company.
The issue of Certificate of Incorporation is considered as conclusive evidence as to compliance of all the legal formalities in respect of registration of company.
Nominal or authorized share capital: Authorized by memorandum to be the maximum amount of share capital
Issued share capital: That part of authorized capital which us offered by the company for subscription
Subscribed share capital: Such part of the capital which us for the time being subscribed by the members of a company.
Called up capital: Such part of the capital that has been called for payment.
Paid up capital: It is the total amount paid or credited as paid up on shares issued. Paid up capital = Called up capital – calls in arrears.
Equity share capital: with reference to any company limited by shares, means all share capital which is not preference share capital.
Preference share capital: with reference to any company limited by shares, means that part of the issued share capital of the company which carries or would carry a preferential right with respect to— payment of dividend and repayment.
Memorandum of Association
It is known as charter of the company
It is fundamental document of a company containing the fundamental conditions upon which a company is to be incorporated.
It lays object and scope of activities and limitations on the power of a company beyond which the company cannot go.
Any act done or contracts made by a company which are beyond the express or implied scope of its memorandum, are said to be null and void. This is termed as doctrine of ultra vires.
The conditions and the provisions of the memorandum can be altered to the extent and in the manner provided by the Act which allows alterations by special resolution and confirmation by Central Government/Registrar of Companies.
Article of Association
Document containing rules, regulations or bye-laws of a company
It lays down the form in which the business of the company is to be carried on.
It also lays down the powers of directors and officers of the company and thus forming the basis of a contract between the company and the members and between the members interse.
Every company have an absolute power to alter its Articles of Association by a special resolution subject to the provisions of the Act and conditions of the memorandum of the company.
Doctrine of Constructive Notice
As memorandum and article is a public document so it is considered that every person dealing with the company is deemed to have notice of the contents of memorandum and articles of the company.
It is presumed that person have not only read these documents but have also understood their proper meaning.
Doctrine of Indoor Management/ Turquand Rule
This is an exception to doctrine of Constructive Notice.
This protects the outsiders against the company, who acts in good faith.
It says that person who deals with the company are not bound to enquire into the regularity of the internal procedure of the company. They assume that everything is done in accordance with the procedure laid down in the article of the company and thus not affecting adversely the rights of the dealing parties in any way by irregularity of the internal procedure.