Company Law Basics for Law Students

A company is a person the statute creates

Company law basics begin with one idea. A company registered under the Companies Act is a person distinct from the people who own it and the people who manage it. Shareholders own shares. Directors hold office. The company owns its property and owes its debts. If you write the founder did it whenever the company did it, you have skipped the subject. Separate personality is not a trick and it is not absolute in every statute. Some laws look through the form. You learn the presumption first, and you learn the exceptions from the Act and the cases your course assigns, not from a proverb about lifting the veil.

Limited liability is the companion idea. Members are not, merely because they are members, liable for every company debt down to their household. The limit is defined by the company form and by the Act. Directors can still owe duties. A person can still be liable for their own wrongful acts. Do not sell limited liability to yourself as immunity. This page does not cite a section number for those duties. Open the Companies Act and read the part on directors before you quote one. still matters, because the company contracts in its own name. An unsigned side promise by a founder is a different document.

What students mix up with filings

Incorporation, annual accounts, and the registrar's forms are the practical edge of the same subject. They are not the definition of a company. A is a type you will meet in practice notes. The registrar's calendar is discussed as compliance, not as a substitute for the Act, in the note on . Forms and fees change. Confirm the current list on the Ministry of Corporate Affairs site for the year you are filing. This academy note will not print a fee or a due date. A due date you memorised from a blog is how a company misses a filing or files a superseded form.

Tax is next door, not inside the definition

A company that sells goods may need to understand . A company that earns income meets . Those are not chapters of the Companies Act. In an exam, put the company-law issue in one paragraph and the tax issue in another. In a real business, the same people may have to deal with both, which is why a professional conversation often covers both. The conversation is still two statutes. Do not answer a director's-duties question with a GST rate.

Constitution of the company

The memorandum and the articles are the company's constitution in the language of the Act. Objects, capital, and the relationship of members sit there in the way the statute requires. Calling the articles an ordinary private deal misses the statutory effect. Calling them a formality you can ignore misses it the other way. Read them against the Act. A shareholders' understanding that contradicts the articles is a problem to analyse, not a vibe to prefer.

How to practise without filing

Describe who holds which role. Say what the company did, as distinct from what a director did. Ask whether the Act's duty, the articles, or a contract is the source of the obligation. If the question is about a missed annual filing, say you would check the current rule and the registrar's requirement, and stop. Do not invent a form number. Do not invent a penalty figure. Penalties are in the Act and the rules, and they are amended. A hypothetical penalty teaches the wrong lesson.

The catalogue course that matches this crossover is . The button on this page uses that course's name. It is a course about reading company-law and filing material. It is not a registrar, and it is not a promise that a filing will be accepted.

A hypothetical about the founder's pocket

Hypothetical. A problem says the founder paid a supplier from a personal account and now wants the company's creditor to sue only the founder, because the founder feels like the real business. A student agrees, because startups are informal.

The rewrite says informality does not dissolve registration. If a company exists, the creditor's contract is with the person the contract names. The personal payment may be a loan, a reimbursement, or a breach. It is not automatically a transfer of the company's identity. The answer refuses a penalty number and refuses a form. It points the class to the Act's idea of a separate person, and to the contract's named parties.

A checklist for a company-law answer

Keep the person distinct. 1. Say whether a company has been formed or only promised. 2. Separate shareholder, director, and company. 3. Put limited liability in the Act's terms, not as immunity. 4. Put tax in the tax statute. 5. Put registrar filings in the current rule, without a memorised fee. 6. Read the articles against the Act. 7. Stop before you tell someone to file.

A role chart on a scrap of paper is worth more than a page of synonyms for company.

Study notes, and a real filing is separate

Kanoons Academy does not currently list a separate LAWCET, CLAT, or AP LAWCET batch in the catalogue; these notes are study material, and counselling is via . There is also no LLB-subject product that files your forms. When the reader is actually incorporating or cleaning a registrar default, that is professional work, not a blog exercise. The course link above is the honest catalogue neighbour: Corporate Law and ROC Filings.

Learn the separate person. Look up the form in the year you need it.