Company Law

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Company Law

Module- 1
Corporations and Legal Personality
Introduction of a Company

• The word ‘company’ is derived from the Latin word


(Com=with or together; panis =bread), and it
originally referred to an association of persons who
took their meals together.
• A company is referred to as an association of two or
more people who contribute money or money’s
worth to a common fund and use it for a purpose. It
is an artificial person that exists as a corporate legal
entity
Characteristic features of a Company

1. Corporate Body
2. Separate Legal Entity
3. Limited Liability
4. Transferability of Shares
5. Common Seal
6. Perpetual Succession
7. Number of Members
Types of Companies
Promotion & Formation

Refers to the entire process by which a


company is brought into existence. The
persons who conceive the company and
invest the initial funds are known as the
promoters of the company.

The promoters have certain basic duties


towards the company formed:
• He must not make any secret profit out
of the promotion of the company.
• He must make full disclosure to the
company
Steps in Formation of a Company

1. Promotion stage
2. Registration stage
3. Incorporation stage
4. Commencement of Business stage
Lifting or Piercing of Corporate Veil
Memorandum of Association (MOA)

The Memorandum of Association


(MOA) is a legal document that
lays out the framework for the
establishment of a company.
• Name Clause
• Registered Office Clause
• Object Clause
• Liability Clause
• Capital Clause
• Association Clause
Objectives in registering MOA

1. To provide legal status


2. To define the company's purpose
3. To protect the interests of shareholders
4. To facilitate capital raising
5. To facilitate decision-making
Articles of Association(AOA)
• When a company is formed, certain rules and
regulations are laid down along with the objectives
of the company’s operations and its purpose.
• Articles of Association contain the by-laws that
regulate the operations and functioning of the
company like the appointment of directors and
handling of financial records.
• Issuing of shares 
• Dividend policy and the transferability of shares
• The day-to-day operations of the company
• Special voting rights
• Valuation of intellectual rights
Prospectus

• A prospectus is a legal document that a


company issues to the public giving details
of an offer for investment. A company
prospectus is a legal document that an
organization issues to the general public
when launching a new financial product like
a mutual fund, stocks, or bonds.
• It is distributed to the general public through
brokers and underwriters
• The document contents are as follows:
1. The types of investment options offered.

2. The issue date for the offer.

3. The maturity dates.

4. It will state the method of interest payment and the denomination of the offer.

5. It details how the company will utilize the amount raised.

6. A brief company description.

7. It shows the company’s financial information and condition.

8. Its principles, mission, vision, and years in the market.

9. The management information, experience, and contribution to the business are given.

10.It gives the name of banks or financial institutions involved in the offering.

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