COMPANY LAW

Section3(1) : Company means a company formed and registered under the Companies Act,1956 or an existing company. Section43 : Default in complying with the conditions contained in Section3(1)(iii) constituting a private company.

Section12(2)(b) : Company limited by guarantee i.e. one Section44 : Conversion of private company into public having the liability of its members company - By altering the Articles. limited by the memorandum to such amount as the members may respectively undertake by Section45 : Consequences of membership falling the memorandum to contribute to the assets of the Co. in below legal minimum (7 in case of public the event of its being wound up. and 2 in case of a private company). Section25 : Registration of an association or Non-Profit Making Companies with limited liability. Section3(1)(iii) : Private Company Section560 : Defunct Company Section3(1)(iv) : Public Company Lifting of Corporate Veil & the cases in which Veil of a Company can be lifted Section31(2A) : Where the articles of association are altered in order to convert a public company into a private company, then as per Rule 4B of the Companies (Central Governments) General Rules and Forms, 1956 the co. must have approval of the Central Govt. and after obtaining the approval of the Central Govt., it must file with the Registrar a printed copy of the articles as altered within one month of the date of receipt of the order of approval.

Bowman Vs Secular Society Ltd. : Where the purpose is not lawful, i.e., where any of the objects is illegal, the Registrar may refuse to register and Salomon Vs Salomon & Co. Ltd. : if he register, the certificate of registration is A company is a legal person distinct from its members. It not conclusive for this purpose and the registration itself has its own corporate personality. This principle may be may be cancelled by the Central Government taking referred to as the veil of incorporation. appropriate proceedings. Callaghar Vs Gerrnania Brewing Co. : Section34 : Upon the registration of the documents and A company in reality is an association of persons who are the payment of the necessary fees, the ROC in fact the beneficial owner of all the corporate property. issues a certificate that the company is incorporated and in the case of a limited company that The cases in which the courts have disregard the it is limited. corporate personality of the company are : (1.) Juggilal Vs CIT : For Protection of Revenue Section35 : A certificate of incorporation issued by the Registrar in respect of any association, shall (2.) Jones Vs Lipman : For Prevention of Fraud or be conclusive evidence of the fact that all improper conduct the requirements of the Act have been complied with in respect of registration. (3.) Daimler Co. Ltd. Vs Continental Tyre & Rubber Co. Ltd. Section13 : Contents of Memorandum of Association. Determination of character of a company whether it is enemy. Ultra Vires acts of the Company are void (4.) Cilford Motor Co. Vs Horne : Where the company and inoperative wholly. The cases are :is a sham (not genuine). 1.)Ashbury Railway Carriage and Iron Co. Ltd. Vs Riche 2.) Re German Date Coffee Co. (5.) Workmen of Associated Rubber Industry Ltd. Vs Associated Rubber Industry Ltd. : Avoidance of Section16 : It allows for alteration of memorandum by a welfare legislation. special resolution followed by confirmation (6.) Connors Vs Connors Ltd. : Protection of public thereof by the Company Law Board. policy.

Section20(1) : No Company shall register by a name which in the opinion of the Central Government is undesirable.

Section31 : It vests companies with power to alter or add to its articles.

Section610 : Memorandum and Articles of Association Section20(2) : If the proposed name of the company is of the company are construed as identical with or too nearly resembles the public document. name of another company which is already in existence, the Central Government may refuse to The Royal British Bank Vs Turquand : register it. Doctrine of constructive notice does in no sense mean that the outsiders are deemed to have notice of the Section21 : A Company by Special Resolution and the internal affairs of the company. Doctrine of Indoor approval of the Central Government signed Management also known as Turquand Rule which is in writing, change its name. the only limitation to the doctrine of constructive notice includes that if an act is authorized by the articles or Proviso to Section21 : An approval of Central Govt. memorandum, an outsider is entitled to assume that all would not be necessary where the the detailed formalities for doing the act have been change in name only includes addition or observed. deletion of the words private consequent upon the conversion as per the provisions of the Act of a public Preliminary or Pre - Incorporation Contracts : company into a private company or vice versa. These contracts are entered into by agents or trustees or promoters on behalf of a prospective company before it Section146 : The address of registered office may be has come into existence. changed within the local limits of any city, town or village where such office is situated Provisional Contracts : These contracts are entered by a by just giving a notice to the concerned Registrar within company after its incorporation 30 days after the date of the change. But a special and before it is entitled to resolution may be required if the change of the registered commence business. office is from one village, town etc. to another village, town etc. in the same State. Section17(1) : It lists the purposes for which alteration of objects is permitted. Section18(1) : A company shall file with the Registrar a copy of special resolution passed by the company in relation to the clauses of section17(1) within one month from the date of such resolution with a printed copy of memorandum as altered. Section19 : If documents required to be filed with the Registrar under Section18 are not filed within the prescribed time, the alteration shall at the expiry of such period, become void and inoperative. Section38 : No member of a company shall be bound by an alteration made in the memorandum or articles after the date on which he became a member, if such an alteration requires him to take or subscribe for more shares then the number held by him as at the date of alteration or in any way increase his liability, unless he agrees to it in writing. Proviso to Section38 : Where the company is a club or any other association and the alteration requires the member to pay recurring or periodical subscription at a higher rate, although he does not agree in writing to be bound, it will bind him.