1. Section 2(20) of the companies Act2013 provides that “Company means a company incorporated under this Act or under any previous company Law.”

2. Characteristics of a Company
1. Incorporated Association
2. Separate legal entity
Saloman vs. Saloman and company Ltd.(1897)
3. Limited Liability
Limited by share, Limited by guarantee without share capital, Limited by guarantee with share capital, unlimited company unlimited company
Separate Property
Macura vs. Northern Assurance co. Ltd.(1925)

3. Perpetual Succession
Transferability of shares
Common seal
It is made optional to have common seal in its absence authorisation can be done by 2 directors or by one director and CS where ever a company has appointed a company secretary.
Company to sue and be sued
9. A company is not a citizen

4. Advantages of corporation
Artificial legal person
Limited liability
Prepetual Succession
Transferability of shares
Infinite membership
Permanency of capital and protection to creditors
Mobilisation to huge resources
Separate property
Ease in control and management
Capacity to sue

5. Disadvantages of corporation
Formalities
Corporate disclosures
Loss of privacy
Detailed winding up procedures
Control by few
More tax burden in certain cases
Possibility of frauds

6. Lifting up of corporate veil
Common Law Exceptions
Determination of character
Daimler Co. Ltd. V. Continental Tyre and Rubber Co. Ltd.(1916)
Where company is a sham
Prevention of fraud or improper conduct
Gilford Motor Co. Ltd V. Horne
Where the company is acting as an agent of the shareholders
Protection of revenue
Avoidance of welfare legislation
Punishment of contempt of court
Ascertaining true nature of transaction if alleged as sham
Determination of technical competency
10. Formation of subsidiary company to act as an agent

7. Statutory Exceptions Mis-statements in Prospectus
Mis-description of company’s name
Failure to refund application money
Investigation of ownership of company
Fraudulent conduct
Liability for ultra vires Acts

8. Distinction between Companies and Partnership firm