Professional Documents
Culture Documents
Features of a Company
Incorporated association
Artificial person
Separate legal entity
The facts of the famous Salomons case were as follows :
Limited liability
Separate property
Transferability of shares
Perpetual existence
Common Seal
Company may sue and be sued in its own name
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Formation of a Company
Promotion
Duties and Liabilities of Promoters
Registration
Availability of Name
Certificate of Incorporation/Consequences of Incorporation
Certificate to Commence Business
Pre-incorporation and Provisional Contracts.
Memorandum of Association
Meaning of Purpose
Form and Contents
Articles of Association
Meaning and Purpose
Registration of Articles
Subject Matter of Articles
Prospectus
Definition of a Prospectus
Contents of a Prospectus
Meaning of a Share
Classes of Shares
Preference Share
Equity Share
a)
b)
Calls on Shares
Forfeiture of Shares
Variation of Shareholders Rights
Transfer and Transmission of Shares
Procedure of Transfer
Notice of Refusal
Transmission of Shares
Distinction between Transfer and Transmission
Nomination Facility to Shareholders etc.
Debentures
Kinds of Debentures
Redeemable debentures
Convertible debentures
Reduction in membership
Inability to pay debts
Just and equitable
i. When the substratum of the Company has gone
ii. When there is a complete deadlock in the
management
iii. Where the company was formed for fraudulent or
illegal purposes.
iv. Where the principal shareholders have adopted an
aggressive or oppressive policy towards the minority
v. When the company is a bubble i.e. it never had any
real business
vi. Where the business of the company cannot be carried
except at loss
The Company
Creditors petition
The registrar
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Voluntary Winding up
Consequences of voluntary winding up.
1. A voluntary winding up is deemed to commence at the time
when the resolution for voluntary winding up is passed. This
will be so even when after passing a resolution for voluntary
winding up, a petition is presented for winding up by the
Tribunal.
2. The company, from the commencement of winding up, must
cease to carry on its business except so far as may be
required to secure a beneficial winding up although the
corporate state and powers of the company continue until
final dissolution.
3. All transfer of shares and alterations in the status of
members, made after the commencement, are void unless
sanctioned by the liquidator.
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Dissolution of Companies
Modes of Dissolution
In case of defunct companies
In pursuance of amalgamation or reconstruction
In pursuance of the winding up of the company