Company Law

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` Section 3(1)(i) of the Companies Act,

1956 defines a company as: ͞a company
formed and registered under this Act or
an existing Company͟.
` ͚Existing Company͛ means a company
formed and registered under any of the
earlier Company Laws.
ueatures
` Separate legal entity;
` Incorporated body ;
` Artificial legal person;
` Perpetual succession;
` Limited liability;
` Common seal;
` Right to own property;
` Right to sue;
` Right to enter in to contracts;
` ulexibility of investment;
` Separation of control from the ownership.
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` companies which are
incorporated under a special charter granted
by the king or queen in exercise of royal power.
e.g. East India Company(1600)
` which are created by
special act of parliament or state legislature at
central or state govt. level e.g. Reserve Bank of
India
` ü are companies which
are registered under the co.͛s act of 1956

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` ith limited liabilities: 1. Limited by
shares 2. Limited by guarantee and having
share capital 3. Limited by guarantee
` ith unlimited liabilities
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` Public companies: Both Unlisted and
Listed
` Private companies: Both Independent and
Subsidiary public co.
` Government companies
D

` Indian companies: those companies which are formed
in india . o
` foreign companies : those companies which are
formed outside india.
D

` olding companies
` Subsidiaries companies
D

` manufacturing activities
` service activities
` non banking finance activities
` non profit making (section 25)
` producer (section 581 A)

´ !!"
A private company means a company which has a
minimum paid up capital of one lakh rupees or
such higher paid up capital as may be prescribed
and by its articles :
(a) restricts the right to transfer its shares, if any;
(b) limits the number of its members to 50, not
including persons who are in the employment of
the company, and persons who, having been formerly
in the employment of the company, were members of
the company while in that employment and have
continued to be members after the employment
ceased;
(c) prohibits invitation to the public to subscribe for any shares
in or debentures of, the company; and
(d) prohibits any invitation or acceptance of deposits from
persons other than its members, directors or their
relatives.
6

here two or more persons hold one or more
shares in a company jointly, they shall, for the
purposes of membership, be treated as a
single member.

A public company means a company which:
(a) is not a private company [In other words, it
should not have the restrictions of Section
3(1)(iii) in its articles ];
(b) has a minimum paid up capital of five lakh
rupees or such higher paid up capital, as may be
prescribed; and
(c) is a private company, which a subsidiary of a
company, which is not a private company.
#$ D%&''( D%&
'($) #$ $)
O -o. of members can be 2 to 50 O -o. of members can be 7 to
O Minimum paid up capital of Rs unlimited.
one lakh O Minimum Paid up capital Rs
O Cannot invite public to five lakhs
subscribe for shares or O Can invite public to subscribe
debentures for shares or debentures
O Can accept deposit only from O Can accept public deposits
members, directors or their
O Requires certificate to
relatives Does not require
commence business after
certificate to commence
incorporation
business after incorporation
O Statutory meeting and
O Statutory meeting and
statutory report is required
statutory report is not
required

he formation of a company is a step by step process
involving various stages. Basically, there are four stages in the
formation of a company. hese are:
1) Promotion of a company
*!

3) Its capital subscription, and
4) Commencement of business
Incorporation of Companies in India and setting up of
branch offices of foreign corporations in India are
regulated by the Companies Act, 1956. he Companies
Act of 1956 sets down rules and regulations for the
establishment of both public and private companies in
India. £

uor the formation of a company the approval of the name by the

*D +!in the State/Union erritory in which
the company will maintain its registered office is required.
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` here should be an existing company the

` uurther, the , in the name are required to be
*$.͟ in the case of a
` *$+in the case of a Company.
` u are permitted by the -

to open its branch offices in India.
` Application for permission to open a branch, a project
office or liaison office is made via the Reserve Bank of
India by submitting form u ./to the uoreign
Investment and echnology ransfer Department of the
Reserve Bank of India. .
Cont.
` uor opening a project or site office, application may be
made on u u . 0to the regional offices of the
Reserve Bank of India
` A foreign investor need not have a local partner,
whether or not the foreigner wants to hold full equity
of the company. he portion of the equity thus not
held by the foreign investor can be offered to the
public.
` he ROC informs the applicant within from
the date of submission of the application, whether or
not any of the names applied for is available.
` Once a name is approved, it is valid for a period of six
months, within which time Memorandum of
Association and Articles of Association together with
miscellaneous documents are required to be filed
à àu
` Memorandum of Association
` Articles of Association
` Prospectus /Statement in lieu of prospectus is not requires
in case of a private company
` Copy of import agreements.
` Statutory declaration in uorm I
` Copy of Letter of Register indicating approval of name.
` Power of Attorney.
` -otice of situation of registered office (in uorm 18) and
particulars of Directors (in uorm 32).
` hese two forms can be field either at the time of
incorporation or within 30 days form the date of
incorporation.
` he documents should be duly executed
signed and stamped from the date of approval
of name by the Registrar.
` It is to be ensured that subscribers to the
Memorandum and Articles of Association of
the proposed company are same as the
promoters whose names are appearing in the
application for availability of name
) 1
a) An Advocate of the Supreme Court or of a igh
Court or
b) An attorney or a pleader entitled to appear before a
igh Court or
c) A secretary or a chartered accountant in whole time
practice in India, who is engaged in the formation of
the company or
d) A person named in the Articles as a director,
manager or secretary of the company
he documents duly stamped together and the necessary fees
are to be filed with the Registrar ithin 30 days of the
incorporation of the company, a notice of the situation of the
registered office of the company shall be given to the Registrar
who shall record the same (Sec.146)
à à u u
M he form or documents does not contain the
necessary enclosures;
M he documents is not properly signed or certified;
M Certain particulars have not bee filled up;
M Certain particulars are apparently believed to be
false;
M -ot accompanied by the requisite filing fee;
M -ot filed in proper time.
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Conclusive evidence as regards the
compliance with the requirements of the Act
in regards to registration of company and the
matter precedent or incidental thereto.
` he date mentioned in this certificate of
incorporation is the date of incorporation of
the company.
` It brings the company into existence as a legal
person
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` A private company can commence business on receipt of its
certificate of incorporation
` . A public company has the option of inviting the public for

subscription to its share capital.
` the company has to issue a prospectus, which provides information
about the company to potential investors.
` he prospectus has to be filed with the ROC before it can be issued
to the public. In case the company decides not to approach the
public for the necessary capital and obtains it privately, it can file a
statement in lieu of prospectus with the ROC.
` On fulfillment of these requirements, the ROC issues a Certificate of
Commencement of business to the public company. he company
can commence business immediately after it receives this
certificate.
EuuECS Ou REGISRAIO-
hen a company is registered and a certificate of
incorporation is issued by the Registrar, the
consequences that follow are:
1. he company becomes a
.
2. he company acquires a
3. he company͛s

(Sec 34)
A private limited company can commence business
immediately after its incorporation. A public company
has to obtain before
it can commence it.
hen an association does not satisfy the
conditions to be registered in the companies
act it can not be registered and if it works
without registration it will have to bear the
effects of non registration on :
a) the association, and
b) others
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(

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hird parties who deal with such an
association are subject to the following
disadvantages:
a) A third party file a suit against the association or
any of its members in case of breach of contract
because the association or its members cannot
legally enter into a contract
b) he creditors cannot move an application in the
court to terminate the association
c) -o legal action can be taken if a party suffers
any loss when dealing with such an association
PROMOER
A promoter is a person who does the necessary
preliminary work incidental to the formation of a
company.
e is a person who undertakes, does and goes
through all the necessary and incidental
preliminaries, keeping in view the object to bring
into existence an incorporated company.
PRE I-CORPORAIO- CO-RACS
he promoters of a company usually enter into
contracts to acquire some property or right for the
company which is yet to be incorporated. Such
contracts are called pre incorporation or
preliminary contracts.

.

1.Company not bound by pre incorporation contract
d
2. Company cannot enforce pre incorporation
contract
d

3. Promoters personally liable
d
PROVISIO-AL CO-RACS
Provisional contracts refer to contracts entered into
by a public company after its incorporation but
before it is issued the certificate to commence
business.
According to Sec.149(4), any contract , made by a
company before the date at which it is entitled to
commence business shall be provisional only, and
shall not be binding on the company until that date,
and on that date it shall become binding.
MEMORA-DUM Ou ASSOCIAIO-
A document containing the fundamental

conditions upon which alone the company is
allowed to be incorporated. he Charter of the
company which defines its Raison d͛etre (i. e.
reason for existence).It lays down the area of
operation of the company.
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Ú Shareholders knowledge of the field in, and
the purpose for which their money is going to
be used by the company
Ú Outsiders knowledge regarding the objects of
the company
d
PRI-I-G A-D SIG-I-G Ou
MEMORA-DUM
According to Sec.15, the Memorandum of Association of a
company shall be ü
Printed
Divided into paragraphs numbered consecutively, and
Signed by 7 (2 in case of a private company) subscribers
u
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he Memorandum of Association of a company shall be in
such one of the forms in tables B, C, D and E in Schedule I to
the Companies Act, 1956, as may be applicable to the case
of the company, or in a form as near thereto as
circumstances admit.
CO-E-S Ou MEMORA-DUM
According to Sec.13, the Memorandum of every
company shall contain the following clauses :
*0!
Undesirable name to be avoided
Injunction if identical name adopted
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Limited or Private Limited as the last word or words
of the name
Prohibition of use of certain names
Use of some key words according to authorised capital
Publication of name (Sec.147)
* D
23!

d $

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Ú o enable subscribers to the Memorandum to know the uses to
which their money may be put
Ú o enable creditors and persons dealing with the company to know
what its permitted range of enterprise or activities is
2 2!!

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3 2!!
ALERAIO- Ou MEMORA-DUM
@

By special resolution (Sec.21)
By ordinary resolution (Sec.22)
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Change of registered office from one place to another
place in the same city, town or village
Change of registered office from one town to another
town in the same state
Change of registered office from one state to another
1
1. Special resolution
2. Confirmation by the Company Law Board
3. -otice to affected parties
4. -otice to Registrar
5. Power of the Company Law Board to confirm
change discretionary
6. Rights and interests of members and creditors to
be taken care of
7. Copy of special resolution and the order of the
company law board to be filed with the registrar
@
D4 5!
he power of alteration of objects is subject to two
limits :
Substansive or physical limit
Procedural limit

1. Special resolution
2. Copy of special resolution to be filed
3. Certification of registration
@ $
A company limited by shares or guarantee cannot
change its Memorandum so as to impose any
additional liability on the members or to compel
them to buy additional shares of the company
unless all the members agree in writing to such
change either before or after the change
@

ARICLES Ou ASSOCIAIO-
he rules , regulations and bye laws for the internal
management of the affairs of a company framed with
the object of carrying out the aims and objects as set
out in the Memorandum of Association.

1
Share capital, rights of shareholders, variation of these
rights, payment of commissions, share certificates
Lien on shares
Calls on shares
ransfer on shares
ransmission of shares
uorfeiture of shares
Conversion of shares into stock
Share warrants
Alteration of capital
General meetings and proceedings there at
Voting rights of members, voting and poll, proxies
Directors, their appointment, remuneration,
qualifications, powers and proceedings of Board of
directors
Manager
Secretary
Dividends and reserves
Accounts, audit and borrowing powers
Capitalization of profits
inding up
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*3!
a) Unlimited companies
b) Companies limited by guarantee
c) Private companies limited by shares
61
1. Unlimited companies ü he Articles shall state :
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2. Company limited by guarantee ü $
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3. Private company ü he Articles shall contain

provisions which :

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ALERAIO- Ou ARICLES

A company may, by passing a special resolution,
alter its Articles any time. A copy of every special
resolution altering the articles shall be filed with the
Registrar within 30 days of its passing and attached
to every copy of the articles issued thereafter.
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Must not be inconsistent with the Act
Must not conflict with the Memorandum
Must not sanction anything illegal
Must be for the benefit of the company
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Must not increase liability of members
Approval of Central Government when a public
company is converted into a private company
Breach of contract
Must not result in expulsion of a member
-o power of the court to amend articles
Alteration may be with retrospective effect
D( #
Any document described or issued as a prospectus
and includes any notice, circular, advertisement or
other document inviting deposits from public or
inviting offers from the public for the subscription
or purchase of any shares in, or debentures of, a
body corporate. Sec.2(36)
(

Prospectus to be in writing
Invitation to public
Offer to the public i.e. public issue
Dating of prospectus
REGISRAIO- Ou PROSPECUS
A prospectus can be issued by or on behalf of a
company only when a copy thereof has been
delivered to the Registrar for registration.
he registration must be made on or before the
date of publication thereof.
he copy must be signed by every person who is
named therein as director or proposed director of
the company, or by his agent authorized in writing.
he prospectus must be issued within 90 days of
the date on which a copy thereof is delivered for
registration.
CO-E-S Ou PROSPECUS
Sec.56 lays down that every prospectus issued by a)

by or on behalf of a company, or b) by or on behalf
of any person engaged or interested in the
formation of a company, shall
Ú

Ú

1. General information
2. Capital structure of the company
3. erms of the present issue
4. Particulars of the issue
5. Company, management and project
6. Particulars in regard to the company and other listed
companies under the same management
7. Outstanding litigation pertaining to :
Matters likely to affect operation and finance of the
company including disputed tax liabilities of any nature,
and criminal prosecution launched against the
company and the directors

Particulars of default, if any, in meeting statutory
dues, institutional dues, and dues towards
debenture holders, fixed depositors
Any material developments after the date of the
latest balance sheet and their likely impact
8. Management perception of risk factors

1. General information
2. uinancial information
3. Statutory and other information
$
%.
1.here a prospectus issued after the
commencement of the companies act includes any
untrue statement, every person who authorized the
issue shall be punishable with imprisonment for a
term which may extend to two years, or with a fine
which may extend to fifty thousand rupees, or with
both, unless he proves either that the statement
was immaterial or that he had reasonable ground to
believe , and did up to the time of the issue of the
prospectus believe, that the statement was true.
2. A person shall not be deemed for the purpose of
section 63 to have authorized the issue of a
prospectus by reason only of his having given ü
a) he consent required by section 58 to the
inclusion therein of a statement purporting to be
made by him as an expert or
b) he consent required by sub section (3) of section
60 d) )

$
%.
Subject to the provisions of section 62, where a

prospectus invites persons to subscribe for shares in
or debentures of a company, the following persons
shall be liable to pay compensation to every person
who subscribes for any shares or debentures on the
faith of the prospectus for any loss or damage he
may have sustained by reason of any untrue
statement included therein :
1. Every person who is a director of the company at
the time of issue of the prospectus
2. Every person who has authorized himself to be
named and is named in the prospectus either as a
director , or as having agreed to become a director,
either immediately or after an interval of time
3. Every person who is a promoter of the company
4. Every person who has authorized the issue of the
prospectus
d
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+
$(
he most important effect of incorporation, it becomes a separate legal entity (a
legal person). ence, the members of the company will not be personally
liable for the liabilities of the company. Only the company will be liable for all
debts. Also known as ͞veil of incorporation͟. his principle was established in
the case

785!
O Mr. Aron Salomon was a leather merchant and a boot manufacturer. e
incorporated a registered company. he company had issued 20,007 shares.
e himself held 20,001 shares, and each of 6 members of his family held 1
share. e then sold his business to the company. All the shareholders knew of
and approved the arrangement. Later, the company went into liquidation. he
creditors, whose claims could not be paid in full, tried to press their claims
against Mr. Salomon, on the basis that he and the company was actually the
same one entity.
he ouse of Lords held that the company was a different legal person
from Mr Salomon, and the creditors could not sue Mr. Salomon.he case of
established the principle that a company is a separate
legal person from its members/shareholders. his principle is also known as
the
. Once a company has been duly incorporated, the
courts usually do not look behind the veil to find out why the company was
formed or who really controls it.

$

urom this principle of separate legal personality, it

follows that:
O he debts of a company are the responsibility of the

company and not its shareholders/members;
O A company can own assets and the shareholders
have no share (proprietary interest) in those assets.
O A company can enter into a contract with a
shareholder;
O A company must sue in its own name, and not in the
names of its members, for any wrong committed
against it.
$'$9u $ 83
, - [1961]

O Lee was a pilot and owned all the shares, except one held by is wife,
in the company that he formed. e was also only director of the
company whose business was spraying crops from the air. e was
employed at a salary as chief pilot. Later, he was killed in an air crash
while piloting the company͛s aircraft. he question was whether he
was a ͚worker͛ for the purposes of a orkers͛ Compensation.
O he Privy Council held that since the company was a legal person
separate from its shareholders, Lee was a ͚worker͛ of the company,
even though he was the controlling shareholder and sole director
$
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` It has long been recognized that an inflexible application of
the principle in can lead to abuses and
undesirable consequences, for example, to the detriment
of innocent and honest creditors. hus, some exceptions to
this principle have developed, and the company is treated,
in some degree, as the same as its members or directors or
managers. hese exceptions are described as cases of
͚lifting the corporate veil͛ or ͚piercing the veil of
incorporation͛.
` here are two types of exceptions: statutory and judicial.

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u1 Gilford motor company ltd v. orne and *
X

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Mr. orne was an ex employee of he Gilford motor company and his
employment contract provided that he could not solicit the
customers of the company. In order to defeat this he incorporated a
limited company in his wife's name and solicited the customers of
the company. he company brought an action against him. he
Court of appeal was of the view that "the company was formed as a
device, a stratagem, in order to mask the effective carrying on of
business of Mr. orne" in this case it was clear that the main
purpose of incorporating the new company was to perpetrate fraud.
hus the court of appeal regarded it as a mere sham to cloak his
wrongdoings
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ere the three subsidiary companies were treated as a
part of the same economic entity or group and were
entitled to compensation. ͞he group enterprise"
concept must obviously be carefully limited so that
companies who seek the advantages of separate
corporate personality must generally accept the
corresponding burdens and limitations.
1
here a subsidiary is found to be acting as agent for a holding
company. he courts look beyond the separate entity principle
and treat the group of companies as one
r

Uustice Vaughan illiams expressed that the
company was nothing but an agent of Solomon " hat this
business was Mr. Solomon's business and no one else's; that he
chose to employ as agent a limited company; that he is bound
to indemnify that agent the company and that this agent, the
company has lien on the assetsooo" however on appeal to the
house of lords it was held that a company did not automatically
become an agent of the shareholder even if it was a one man
company and they other shareholders were dummies.
21
he courts may pierce the corporate veil to look at the
characteristics of the shareholders. ͞
͟ the
court lifted the corporate veil. In this case a school was run like
a company but the shares were held by trustees on educational
charitable trusts. hey pierced the veil in order to look into the
terms on which the trustee held the shares.
/( 1
In times of war the court is prepared to lift the
corporate veil and determine the nature of
shareholding
In the Daimler case where germen shareholders
held the shares of an English comp. during the time
of world war 1.
3:1
At times tax legislations warrant the lifting of the
corporate veil. he courts are prepared to disregard
the separate legal personality of companies in case
of tax evasions or liberal schemes of tax avoidance
without any necessary legislative authority
5
1
Section 216 of the Insolvency Act now makes it an offence
for anyone who was a director or a shadow director of the
original company at any time during the 12 months
preceding its going into insolvent liquidation to be in any
way concerned (except with leave of court) during the
next five years in the formation, management, of a
company or business with a name by which the original
company was known or one so similar as to suggest an
association with that company.
: 1

1. Duty on directors to prevent insolvent
trading;s588G By law, a director must prevent
their company from incurring a debt when it
is insolvent or about to become so. Or else
risk exposing themselves to criminal prosecution,
substantial fines or to action by a liquidator,
creditors of the company or ASIC to recover
amounts lost by creditors due to your actions.
Personal assets not just their company's may
be at risk
2. Promoters remain personally liable on contract:
s131 ü Anyone who enters a contract on behalf
of the company before the company is formed
may be personally liable under that contract
3. inding up on just and equitable grounds; s 461
2# 1s588uBDirectors
pay a dividend to shareholders when there are
not sufficient company profits Director may
be personally liable to creditors it is unable to
pay its debts
)
#'
A company has the powers to do all such things as are
authorized to be done by the Companies Act,1956
essential to the attainment of its objects reasonably
and fairly incidental to its objects everything else is
#'
͞A ͟ means beyond; ͞ ͟ means powers
Any act is said to be A when it is performed
which though legal in itself , is not authorized by
object clause in the memorandum of association or
the statue.
Purpose
` It protects the shareholders.
` It safeguards the interest of the creditors as
the property of the company cannot be
diverted to unauthorized objects.
, =
he Ashbury railway Carriage & iron company
contracted to provide finance to Riche, for the
construction of a railway in Belgium. Later a
dispute arouse between the parties. he
following were the objects listed in the
memorandum
` o make or sell land on hire, railway carriages
and wagons and all kinds of railway plants,
fittings, machinery etc.
` o carry on business of mechanical engineers
and general contractors.
` o purchase, lease, work and sell, mines ,
minerals, land and building.
It was evident that financing was not an object
of the company.
U
` If an act is A the memorandum, it is not
binding upon the company
` A contract a company is void and
incapable of ratification, even if every member
wishes to ratify it.
1hen an act is performed though legal
in itself, is not authorized by the objects clause, it
is said to be Ultra Vires the co.
` ransactions which are Ultra Vires do not bind
the company and the third party cannot sue the
company to enforce the transaction.
` It cannot be ratified even by unanimous
resolution of all the shareholders.

` If an act is Ultra vires the directors, but intra vires
the company, it can be ratified by all the
members of the company.
` If an act is Ultra vires the articles, it can be
ratified by altering the articles by passing a
special resolution in the general meeting.
6
#'
` 4 1(London Country council v. Attorney
general)
`
,
1(eeks v.
Propert.)
`
1
A.Lakshmanaswami Madaliar v.LIC)

` #
` #' 6 : a company can
protect its property acquired by an ultra Vires
expenditure.
` # ,
(Sinclair v. brougham)
` # : the co. will not be liable in
respect of this.
)

It has been described by $ <
According to him, ͞ persons transacting business
with the co. are deemed to have notice of what
they would have discovered by making search at
the Registrar of Companies, but such persons are
not deemed to have notice of , nor are they
under a duty to inquire into internal proceedings
of a company.͟
Leading case in this is
-'6 7/3!
` he point decided in this case was that as far as
the internal management of the company is
concerned, everything ha been regularly done.
(:
he doctrine is subject to the following exceptions:
` ,

(oward V. patent Ivory manufacturing Co.)
`
(Underwood V. Bank of Liverpool)
` u
(Ruben V. Great uingall Consolidated Co.)
`
` - ,

Winding up of Company
` Definition :

$ £

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+

CIRCUMSA-CES uOR I-DI-G UP
` O- PASSI-G Ou A SPECIAL RESOLUIO-
` uAILURE O OLD SAUORY MEEI-G.
` uAILURE Ou E COMPA-Y O COMME-CE BUSI-ESS.
` REDUCIO- I- -UMBER Ou MEMBERS BELO MI-IMUM.
` I-ABILIY Ou E COMPA-Y O PAY IS DEBS.
` I-DI-G UP Ou A COMPA-Y O- UUS A-D EQUIABLE
GROU-DS.
` DEuAUL I- uILI-G BALA-CE SEE, PROuI & LOSS A/C OR
A--UAL REUR-.
Cont.
` COMPA-Y ACI-G AGAI-S E I-ERES Ou SOVEREIG-Y A-D
I-EGRIY Ou I-DIA.
` E- SICK I-DUSRIAL COMPA-Y IS U-ABLE O MAKE IS
-EOR EXCEED IS ACCUMULAED LOSSES II- A
REASO-ABLE IME.
<D u$();#(D>
` COMPA-Y
` CREDIORS
` CO-RIBUORY
` REGISRAR Ou COMPA-IES
` CE-RAL GOVER-ME-
D ()#(uD);#
` ADMISSIO- Ou E PEIIO-.
` APPOI-ME- Ou OuuICIAL LIQUIDAOR.
` RIBU-AL O EAR PARIES.
` RIBU-AL O MAKE SUIABLE ORDERS
` SUIS SAYED UP I- E I-DI-G UP ORDER.
` COMMIEE Ou I-SPECIO-.
` AUDI Ou LIQUIDAOR͛S ACCOU-.
` PREPARAIO- Ou SAEME- Ou AuuAIRS A-D SUBMI E SAME O OuuICIAL LIQUIDAOR.

` PUBLIC EXAMI-AIO- Ou PROMOERS, DIRECORS, EC.
` DISSOLUIO- Ou COMPA-Y.
` I-DI-G UP ORDER O BE uILED I REGISRAR Ou COMP-AIES.

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Who Can Apply To Court, for Winding Up Petition?
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( SEC 439) ?

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What Orders, The Court |ay Pass ? (SEC 443)

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Stay Order :

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Dissolution of Company (481):
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A company may voluntarily wind up itself, either by passing :
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Company Law

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|  

` Section 3(1)(i) of the Companies Act,

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` . A public company has the option of inviting the public for

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A document containing the fundamental

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3. Private company ü he Articles shall contain

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Subject to the provisions of section 62, where a

urom this principle of separate legal personality, it

O he debts of a company are the responsibility of the

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` here are two types of exceptions: statutory and judicial.

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` APPOI-ME- Ou OuuICIAL LIQUIDAOR.

` RIBU-AL O EAR PARIES.

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3. Private company ü he Articles shall contain

O he debts of a company are the responsibility of the

, - [1961]

` here are two types of exceptions: statutory and judicial.

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` APPOI-ME- Ou OuuICIAL LIQUIDAOR.

` RIBU-AL O EAR PARIES.

` RIBU-AL O MAKE SUIABLE ORDERS

` SUIS SAYED UP I- E I-DI-G UP ORDER.

` AUDI Ou LIQUIDAOR͛S ACCOU-.

` PREPARAIO- Ou SAEME- Ou AuuAIRS A-D SUBMI E SAME O OuuICIAL LIQUIDAOR.

` I-DI-G UP ORDER O BE uILED I REGISRAR Ou COMP-AIES.

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