Question 28 of 61intermediate💡 UnderstandLong Answer5 marks

What is meant by the word ‘Company’? Describe its characteristics.

Correct Answer

A Company is an association of persons who contribute money or money’s worth to a common inventory for a common purpose. It is an artificial person having a corporate legal entity distinct from its members. According to Chief Justice Marshal, a company is a person, artificial, invisible, intangible, and existing only in the eyes of law. It is incorporated or registered under the Companies Act, 2013 or under any other earlier Companies Acts.

One of the primary characteristics is that it is a Body Corporate. It is formed according to the provisions of Law enforced from time to time. Generally, in India, companies are formed and registered under Companies Law. Another significant feature is its Separate Legal Entity. The company is distinct and separate from its members; it can hold and deal with property, enter into contracts, and open bank accounts in its own name.

The liability of the members is Limited. It is limited to the extent of the unpaid amount of the shares held by them. In the case of companies limited by guarantee, the liability is limited to the extent of the guarantee given by them in the event of the company being wound up. The capital is contributed by a large number of persons called shareholders, who are the real owners.

Since it is not possible for all shareholders to participate in management, they elect a Board of Directors as their representative to manage the affairs of the company. Finally, because a company is an artificial person, it acts through a Common Seal which is used as its signature.

Exercise: Questions for Practice - Long Answer Questions | Q: 1 | (Page 67)
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Explanation

The answer defines 'Company' using the evolution of organisation forms and Chief Justice Marshal's definition provided in the text. It then lists the characteristics explicitly mentioned: Body Corporate, Separate Legal Entity, Limited Liability, Board of Directors management, and Common Seal. The explanation strictly adheres to the provided context regarding the Companies Act, 2013 and the nature of shareholders.

Solution Steps

  1. Step 1: Define 'Company' using the text's description of an association of persons and Chief Justice Marshal's definition (artificial, invisible, intangible).

  2. Step 2: Describe the characteristic of 'Body Corporate' (formed under Law/Companies Act).

  3. Step 3: Explain 'Separate Legal Entity' (distinct from members, can hold property/contracts).

  4. Step 4: Detail 'Limited Liability' (limited to unpaid share amount or guarantee).

  5. Step 5: Mention management by 'Board of Directors' and the use of 'Common Seal'.