Q. “A company is an artificial person created by law having a separate entity with a perpetual succession and a common seal.” Explain this statement and discuss the basic features of the company.
Ans. A company is an artificial person created by law. It has not any hand, leg, heart or physical body. Its existence comes when a company is formed and registered under company law. After coming in existence, it can do all business work like a human businessman. It can open its bank account. Company can buy or sell any asset on its own name. Company gets loan on its own name. It can sell own shares in the market.
There will not any effect on the company whether any shareholder will come or go. Company will live if any shareholder sells his all shares. Other person who will buy the shares will become the new owner of the company. Company will not have any personal relation with shareholder. Every shareholder’s liability upto his bought shares.
It has also its own a common seal. This seal will use in all the agreements which will done on the name of company. Company cannot sign, so it is very necessary for making common seal which company can use as showing his identity on every agreement. All the documents will only legal if authorised person’s sign will be on the document and company’s seal will be on the same document.
FEATURES OF COMPANY: The main features of a company are as follows:
(1) Incorporated Association: A company is established by law, and can exist till such time as it is recognised by law. Under companies Act, it is necessary for a company that is formed to be registered i.e., it needs to be incorporated.
(2) Artificial Person: Another important characteristic of a company is that it is an artificial person created by law. It is called an ‘artificial person’because its birth is not a natural birth. It is invisible, intangible and immortal artificial person that has an identity only in the eyes of law. It has no body, no soul and suffers no pain and enjoys no pleasure. Being an artificial person, it cannot take an oath, be imprisoned or personally appear in a court of law. It cannot get married or become a professional like a doctor or a lawyer. But it cannot be treated as a 'fictional person' or a 'fictitious entity' because it really does exist. Like a natural person, a company can buy and sell properties, make agreements or enter into contracts and employ people on its payroll. It can also be penalised if it does not abide by law. In other words, it can be said that a company, though lifeless, enjoys the privileges of a living person.
(3) Separate Legal Entity: The most important characteristic of a company is that it is a separate legal entity. As per-law, the company acquires a separate legal entity after it is incorporated which is distinct from the entity of its members. As a result, a company can enter into a contract with any of its members, buy property in its name, borrow or lend money, open a bank account or file a suit in a court of law against a third party. Likewise, others can also file a suit against the company. In other words, a company can do all such acts which a natural person would do in the course of his business. The case of Solomon Vs. Solomon & Co. is an illustration.
(4) Perpetual Succession: Perpetual succession is another important characteristic of a company. Its existence is not dependent on that of its shareholders or directors. The shareholders or the directors might change, but the company goes on. Death, insolvency or lunacy of its members has no effect whatsoever on the existence of the company. Members may come and members may go, but the company goes on forever.
(5) Common Seal: A company is an artificial person and, as such, it cannot put its signature on documents. That is why it is mandatory under law that every company must have a common seal with its name engraved upon it. The common seal is the symbol of the company’s identity and is as good as a signature. When it puts its seal on a document, the company becomes bound by the contents of the document.
(6) Limited Liability: The liability of the shareholders of the company is limited. In case of financial loss to the company, howsoever heavy, the liability of the shareholders is limited to the amount unpaid on their shares, and their personal property cannot be used to pay the company debts.
(7) Number of members: The minimum number of members in a public company is seven and the maximum can be as much as the shares issued by the company. In other words, the maximum number of members in a public company is indefinite and is not specified. In a private company, the minimum number of members is two, and the maximum is two hundred, excluding members who are or were employees of the company.
(8) Representative Management: A company is deemed to be an artificial and imaginary person and, as such, it cannot manage its own affairs. A company, is administered and managed by representatives appointed by the shareholders. The shareholders are too many in number and scattered far and wide– which makes it impossible for the company affairs to be controlled by them. Besides, the objective of the shareholders is to make a profit– not to run the company’s business.
(9) Limitation of Action: A company is incorporated for the realisation of a specific objective or objectives. The objectives of the company are described in its prospectus and define the limitation of the companies activities. No company can cross this 'limitation of action' and engage itself in an activity which is not listed in its prospectus. If a company does that, its actions are not recognised by law and are deemed to be beyond the sphere of its authority. A company cannot, of its own will, start a new business or change its field of activity and do something which does not conform to its objectives.
(10) Transferability of Shares: The capital of a company is made up of shares of a definite value, and is contributed by its shareholders. According to Section 44 of the Companies Act, 2013, each shareholder can freely transfer his or her shares. But in some specific situations, the company may impose restrictions on the transfer of shares.
(11) Termination of Existence: Like it is born by an act of law, a company may also be terminated by law.
(12) Company is not a Citizen: A company is, without doubt, a legal ‘person’ or entity, but
under Article 19 of the Indian Constitution, it is not a citizen. It has no 'fundamental rights like a citizen has. As such, a company cannot take the recourse of law to press for its fundamental rights like a citizen can. For example, a company does not have the right to franchise.
“A company is an artificial person created by law having a separate entity with a perpetual succession and a common seal.” Explain this statement and discuss the basic features of the company.
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