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UNIT _Company_Law.doc
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Principle of corporate/company veil

A Company is an artificial person created by law having an independent entity, with a perpetual succession, a common seal and carrying limited liability. Though it is an artificial person, it has got the rights and duties like a natural person. It can sue and can be sued. Its existence is different from that of its members. If it sues, it is not considered to be a suit by its members. If it is sued, it cannot be considered to be a suit upon its members. A company can be created by law, and can be dissolved only by the law.

Classification of companies2

Companies may be classified as follows on the basis of modes of incorporation; extent of the liability of the members; number of members; basis of ownership; extent of public participation; and the basis of nationality.

I. Classification on the Basis of Incorporation

On the basis of incorporation the companies may be classified as (1) Incorporated Companies and (2) Un-incorporated Companies.

  1. Incorporated Companies. An Incorporated company also known as a Registered Company, means a company registered under the law […].

  2. Un-incorporated Companies. A group of persons which is not registered under [law] is known as Un-incorporated company. It may be a big partnership Organisation or a large group of persons but not a company. The liability of its members is unlimited as they are not different from its entity.

  1. Classification on the Basis of Liability

Companies may be classified on the basis of Liability as follows:

  1. Limited Liability Companies and

  2. Unlimited Liability Companies.

  1. Limited Liability Companies. In this type of companies, by using the word “LIMITED” with their name, the liability of members is limited. Such companies may again be of following two types:

  1. Companies Limited by Shares: […] “a company having the liability of its members limited by the memorandum of association to the amount, if any unpaid on the shares respectively held by them is termed as a company limited by shares.” Such a company is commonly known as Limited Liability Company as the liability of the members is limited up to the face value of the shares held.

  2. Companies Limited by Guarantee: […] “A company having the liability of its members limited by its memorandum to such amount as the members respectively thereby undertake to contribute to the assets of the company in the event of its being wound up in this Act termed” a company limited by guarantee. Therefore, the liability of the members of such a company remains limited to the amount they agree to contribute to the company, if the need may be. This amount of guarantee cannot be demanded from the members until company is wound up, therefore, this amount is known as “Reserve Capital”. Generally, such companies are formed without share capital for non-trading purposes, e.g., for the promotion of art, science, trade, and culture etc.

  1. Unlimited Companies. […] a company not having any limit on the liability of its members, is called unlimited liability company as the liability of members may go up to the personal property of the members and every member of such a company is liable to contribute any amount in proportion to his interest in the company towards the liabilities of the company. This liability of a member can be enforced only at the time of the winding up.

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