Corporate Law

1. What is a company?
2. Definition of a company
CA merely states that a company means a company
formed and registered under this Act
Existing company means a company formed and
registered under any of the previous company law.
Chief Justice Marshall a corporation is an artificial
being,
invisible,
intangible
existing
only
in
contemplation of law. Being a mere creation of law, it
possesses only the properties which the Charter of its
creation confers upon it, expressly or incidentally to its
very existence.

Corporate Law
3. Characteristic features of a company
i) Incorporate Association
ii) Legal entity distinct from its members
Case law: Solomon Vs Solomon & Co Ltd
Lee Vs Lee Air Farming Ltd
iii) Artificial person
iv) Limited liability
v) Separate property
vi) Transferability of shares
vii) Perpetual succession
viii) Common seal

Corporate Law
4. Kinds of Companies
i) Private Company
ii) Public Company
iii) Statutory company
iv) Association not for profit
v). Government Company
vi). Foreign Company
vii). Holding and Subsidiary Company
viii). Public Financial Institutions
ix). Producer Company
x). OPC
xi). LLP

Corporate Law
5. Registration / Incorporation of company
i) Type of company
ii) Application for availability of name
iii) Preparation of Memorandum and Articles
Association
iv) Preparation of other documents
v) Filing of documents for registration
vi) Certificate of incorporation
Effect of certificate of incorporation

of

Corporate Law
6. Memorandum of Association
Meaning & Importance
i)The Name Clause
ii) The Registered Office Clause
iii) The Objects Clause
iv) The Capital Clause
V) The Subscription Clause
Alteration of Memorandum of Association
7. Articles of Association
Meaning
Contents
Alteration of Articles of Association

Corporate Law
8. Doctrine of Ultra Vires
Case Law:
Ashbury Rly Carriage and Iron Co Vs Riche
Lakshmanaswami Mudaliar Vs LIC
Effect of Ultra Vires
-Void ab initio
-Injuction
-Personal Liability of directors
-Acquisition of property that is ultravires
-Directors personally liable to third parties

Corporate Law
9. Doctrine of Indoor Management
Case law:
Royal British Bank Vs Turquand
Exceptions to doctrine of indoor management
-When outsider had knowledge of irregularity
-No knowledge of articles
-Forgery
-Negligence

Corporate Law
10. Meaning of Prospectus
Contents of Prospectus
i) General Information
ii) Capital Structure of the company
iii)Terms of the present issue
iv) Particulars of the issue
v) Company Management & Project
SEBI Guidelines relating to Prospectus

Corporate Law
11. Share and Share Capital
Meaning & Nature of Share
Share Vs Share Certificate
Kinds of Shares
i) Equity share capital a) With voting rights
b) With differential voting rights
ii) Preference share capital
Raising of Capital / Issue of Shares
i) Private Placement
ii) By an offer for sale
iii) By inviting public through Prospectus

Corporate Law
12. Book Building
- Concept
- Process
- Advantages
13. Underwriting
14. Buyback of Securities
- Sources of buy-back
- Conditions for buy-back
- Modes of buy-back
15. Bonus Shares & Rights Shares
16. Transfer of Shares under Depository System
17. Transmission of Shares

Corporate Law
18. Inter-Corporate Loans and Investments
19. Company Meetings
General meetings
Requisites of a valid meeting
- Meeting to be properly convened
- Meeting to be legally constituted
- Meeting to be properly conducted
Board Meetings
Quorum
Proxy
Postal Ballot
Resolutions
Minutes

Corporate Law
20. Directors
-Position
-Qualification
-Disqualification
-Appointment
- At the general meeting
- By the board
- additional directors
- casual vacancy
- alternate directors
- Nominee directors
21. Removal of directors
22. Managerial remuneration

Corporate Law

Corporate Law

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