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Wednesday, December 26, 2007

Duties which are ellforceable at law

Being a legal person, it has certain rights and duties which are unenforceable at law. It can act as a natural person like entering into contracts, owning property, etc., but it cannot marry, cannot be sent to jail, etc., like a natural person. Thus, a company is a creation of law and exists only in the eyes of law.
It has a name and can sue and be sued in that name. In this sense, it is an artificial person created by law. It has no physical shape, but it acts as a person in the eyes of law."A company is a person, artificial, invisible, intangible and existing only in the eyes oflaw. Being a mere creature oflaw, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence" .-Chief Justice
Marshall.The views of Justic Marshall have been endorsed by Haney in the following words: "A company is an incorporated association, which is an artificial person created by law, having a separate entity, with a perpetual succession and a common seal." Thus, a company is a person though artificial, i.e., unlike human being; it exists only in the eyes oflaw and has no physical existence. It has an in&pendent legal entity, a common seal and perpetual succession no vision.The joint stock companies may be classified from different points of view, each one has a different explanation. Some companies are formed by the Government under Special Acts of Parliament while some others are registered under the Companies Act. Tose registered under the Companies Act are private or public companies limited by shares or guarantee or having unlimited liability. However, the most common form is the company limited by shares i.e. where the liability of its members is limited by the face value of shares held by them and not more than that. We are discussing, in this chapter various types of companies and their characteristics.
3. Pursuit of Specified Objects. A company is formed for specify,c objects and is granted incorporation to achieve these only. Such objects are stated in the constitution of the company called "Memorandum of Association". A company can act for the pursuit of these specified objects only.
4. Separate Legal Entity. It is an important characteristic of a company that it has a separate legal entity. bis means that the existence of a company is independent and separate from its members. In law, the company is regarded as an artificallegal person which deals in its. own name. Thus, a member of a company cannot be held liable for the acts of a company even if he holds the substantial part of share decision of the House of Lords in Salomon vs..
Salomon Co. Ltd. (1897) is a well-known authority for this principle.

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