Rights of an unpaid seller against the buyer personality:
1.suit for price:
Where property has passed where the under a contract of sale the property in the goods has passed to the buyer and the buyer wronglyneglects or refuses to pay for the goods.
2.suit for damages for non-acceptences:
Where the buyer wrongfully neglacts or refuses to accept and pay for the goods, the seller may sue him for non-acceptence.as regards measure of damages.
3.reputation of contract before due date:
Where the buyer reputies the contract before the date of delivery, the seller may entitled—
1.treat the contract as submising and waiting till the date of delivery or,
2.he may treat the contract as rescinded and sue for damages for the breach.
4.suit for intrest:
Where there is a specific agreement between the seller and the buyer as to intrest on the price of the goods from the date on which payment becomes due from such day as he may notify to the buyer.
Monday, August 31, 2009
Rights of resale
Rights of resale:
The unpaid seller can re sell the goods---
1.where the goods are of a perishable mature; or
2.where he gives notice to the buyer of his intension to re-sell the goods and the buyer tender price.
If an resale there is a loss to the seller he can claim it from the buyer as damages for breach of contract. If there is a surplus on the resale, he is not bound to hand it over to the buyer because the buyer cannot be a allowed.
Right of withholding delivery:
Where the property in goods has not passed to the buyer an unpaid seller has in addition to his other remedies, a right of withholding delivery similar to has passed to the buyer.
The unpaid seller is not entitled—
1.to recover any losses on the re sale of the goods; and
2.to retain any surplus arising on the re sale of the goods.
The unpaid seller can re sell the goods---
1.where the goods are of a perishable mature; or
2.where he gives notice to the buyer of his intension to re-sell the goods and the buyer tender price.
If an resale there is a loss to the seller he can claim it from the buyer as damages for breach of contract. If there is a surplus on the resale, he is not bound to hand it over to the buyer because the buyer cannot be a allowed.
Right of withholding delivery:
Where the property in goods has not passed to the buyer an unpaid seller has in addition to his other remedies, a right of withholding delivery similar to has passed to the buyer.
The unpaid seller is not entitled—
1.to recover any losses on the re sale of the goods; and
2.to retain any surplus arising on the re sale of the goods.
Rights on lien
Rights of an unpaid seller:
1.rights of an unpaid seller against the goods:
When they are property in the goods has passed to the buyer, an unpaid seller has the following rights against the goods.
2.right of lien:
A lien is a right to retain possession of goods until payment of the price. It is available to the unpaid seller of the goods who is in position of them.
3.right of stoppage in transit:
The right of stoppage in transit is a right of stoping the goods in transit after the unpaid seller has parted with the position of the goods. He has the further right of resuming possetion of the goods.
It is unpaid seller availed in-
1.when the buyer becomes insolvent; and
2.when the goods are in transit.
Duration of transit:
Transit is an intermediate stage. Goods are deemed to be in course of transit from the time they are delivered to a carrier, or other buyer for the agent.
The carrier may hold goods-
1.as seller agent.
2.as buyer agent.
3.in an independent capacity.
1.rights of an unpaid seller against the goods:
When they are property in the goods has passed to the buyer, an unpaid seller has the following rights against the goods.
2.right of lien:
A lien is a right to retain possession of goods until payment of the price. It is available to the unpaid seller of the goods who is in position of them.
3.right of stoppage in transit:
The right of stoppage in transit is a right of stoping the goods in transit after the unpaid seller has parted with the position of the goods. He has the further right of resuming possetion of the goods.
It is unpaid seller availed in-
1.when the buyer becomes insolvent; and
2.when the goods are in transit.
Duration of transit:
Transit is an intermediate stage. Goods are deemed to be in course of transit from the time they are delivered to a carrier, or other buyer for the agent.
The carrier may hold goods-
1.as seller agent.
2.as buyer agent.
3.in an independent capacity.
Rights of an unpaid seller
Rights of an unpaid seller:
Who is an unpaid seller?
A seller of goods is deemed to be an unpaid seller when—
1.the whole of the price has not been paid or tendered.
2.a bill of exchange or other negotiable instrument has been received as a conditional payment, anon on which it was the condition on which it was received has not been fulfilled by reason of dishonor.
The following conditions must be fulfilled before a seller of goods can be deemed to be an unpaid seller:
1.he must be unpaid and the price must be due.
2.he must have an immediate right of action for the price.
3.a bill of exchange or other negotiable instrument was received but the same of has been dishonoured.
When a payment is made by a negotiable instrument it is usually a conditional payment, the condition being that the instrument shall be duly honourd.
Seller here means not only the actual seller, but also any person who is in the position of a seller.
Who is an unpaid seller?
A seller of goods is deemed to be an unpaid seller when—
1.the whole of the price has not been paid or tendered.
2.a bill of exchange or other negotiable instrument has been received as a conditional payment, anon on which it was the condition on which it was received has not been fulfilled by reason of dishonor.
The following conditions must be fulfilled before a seller of goods can be deemed to be an unpaid seller:
1.he must be unpaid and the price must be due.
2.he must have an immediate right of action for the price.
3.a bill of exchange or other negotiable instrument was received but the same of has been dishonoured.
When a payment is made by a negotiable instrument it is usually a conditional payment, the condition being that the instrument shall be duly honourd.
Seller here means not only the actual seller, but also any person who is in the position of a seller.
Limited partnership
Limited partnership:
A limited partnership as such is not found in the Indian law. The English law, however, recognizes limited partnerships and the law relating to them is found in the English limited partnership a brief reference is made to the English law relating to limited partnerships.
1. a limited partnership must not consist of more than 10 person in the case of a firm carrying on banking business, or of more than 20 persons in the case of a firm carrying on any other business.
2.a limited partnership is not a legal entity distinct from the members who compose the firm.
3. a limited partnership must consist of one or more genral partners who liable for all the debts and obligations of one or more limited liabilities.
4. a limited partner must not, during the continuance of the partnership either directly or indirectly withdraw his capital otherwise he becomes liable and obligations of a fully paid in the shareholder in limited company.
5. he can assighn his share in the partnership with the consent of the genral partners.
6. his death, bankruptcy, or luncy does not dissolve the partnership he cannot also by notice.
7. a body corporate may be a limited partner.
A limited partnership as such is not found in the Indian law. The English law, however, recognizes limited partnerships and the law relating to them is found in the English limited partnership a brief reference is made to the English law relating to limited partnerships.
1. a limited partnership must not consist of more than 10 person in the case of a firm carrying on banking business, or of more than 20 persons in the case of a firm carrying on any other business.
2.a limited partnership is not a legal entity distinct from the members who compose the firm.
3. a limited partnership must consist of one or more genral partners who liable for all the debts and obligations of one or more limited liabilities.
4. a limited partner must not, during the continuance of the partnership either directly or indirectly withdraw his capital otherwise he becomes liable and obligations of a fully paid in the shareholder in limited company.
5. he can assighn his share in the partnership with the consent of the genral partners.
6. his death, bankruptcy, or luncy does not dissolve the partnership he cannot also by notice.
7. a body corporate may be a limited partner.
Limited partnership
Limited partnership:
A limited partnership as such is not found in the Indian law. The English law, however, recognizes limited partnerships and the law relating to them is found in the English limited partnership a brief reference is made to the English law relating to limited partnerships.
1. a limited partnership must not consist of more than 10 person in the case of a firm carrying on banking business, or of more than 20 persons in the case of a firm carrying on any other business.
2.a limited partnership is not a legal entity distinct from the members who compose the firm.
3. a limited partnership must consist of one or more genral partners who liable for all the debts and obligations of one or more limited liabilities.
4. a limited partner must not, during the continuance of the partnership either directly or indirectly withdraw his capital otherwise he becomes liable and obligations of a fully paid in the shareholder in limited company.
5. he can assighn his share in the partnership with the consent of the genral partners.
6. his death, bankruptcy, or luncy does not dissolve the partnership he cannot also by notice.
7. a body corporate may be a limited partner.
A limited partnership as such is not found in the Indian law. The English law, however, recognizes limited partnerships and the law relating to them is found in the English limited partnership a brief reference is made to the English law relating to limited partnerships.
1. a limited partnership must not consist of more than 10 person in the case of a firm carrying on banking business, or of more than 20 persons in the case of a firm carrying on any other business.
2.a limited partnership is not a legal entity distinct from the members who compose the firm.
3. a limited partnership must consist of one or more genral partners who liable for all the debts and obligations of one or more limited liabilities.
4. a limited partner must not, during the continuance of the partnership either directly or indirectly withdraw his capital otherwise he becomes liable and obligations of a fully paid in the shareholder in limited company.
5. he can assighn his share in the partnership with the consent of the genral partners.
6. his death, bankruptcy, or luncy does not dissolve the partnership he cannot also by notice.
7. a body corporate may be a limited partner.
Sunday, August 30, 2009
Public notice
Public notice:
A public notice has to be given:
1.on the retirement or expulsion of a partner from a registered firm.
2.on the dissolution of a registration firm.
3.on the election to become or not to become a partner in a registered firm by a minor on his attaining majority.
The public notice relating to the above matters is given:
1.by notice to the register of firms.
2.by publication in the official gazette.
3.by publication in at least one vernacular newspaper circulating in the district where the principles of place in business.
Consequences ofpublic notice is not given:
1.on election of a minor partner to become or not become a partner:
If a minor admitted to the benefits of partnership falls to give a public notice with in 6 months of his attaining majority or of his obtaining knowledge that he had a liable of the firm.
2.on retirement of a partner:
If a retiring partner does not give a public notice of his retirement from the firm he and the other partners shall continue to be liable as partners to be liable as partners to third parties for any act done by any of them retirement.
A public notice has to be given:
1.on the retirement or expulsion of a partner from a registered firm.
2.on the dissolution of a registration firm.
3.on the election to become or not to become a partner in a registered firm by a minor on his attaining majority.
The public notice relating to the above matters is given:
1.by notice to the register of firms.
2.by publication in the official gazette.
3.by publication in at least one vernacular newspaper circulating in the district where the principles of place in business.
Consequences ofpublic notice is not given:
1.on election of a minor partner to become or not become a partner:
If a minor admitted to the benefits of partnership falls to give a public notice with in 6 months of his attaining majority or of his obtaining knowledge that he had a liable of the firm.
2.on retirement of a partner:
If a retiring partner does not give a public notice of his retirement from the firm he and the other partners shall continue to be liable as partners to be liable as partners to third parties for any act done by any of them retirement.
Settlement of accounts
Settlement of accounts:
The mode of settlement of accounts between partners after the dissolution of a firm is determined by the partnership agreement in the absence of any specific agreement between them in this regard provisions of accounts.
1.sale of goodwill:
In setting the accounts of a firm after dissolution the goodwill shall be included in the assets and it may be sold either seperatly or along with other property of the firm.
2.sharing of defisiancy:
If the case of the firm are insufficient to discharge the debts and liabilities of the firm the partners shall bear defficiancy in the proportion in which they were entitled to share profits thus losses, including deficiencies of capital, shall be paid-
1.first out of profits.
2.next out of capital, and
3.lastly if nessary by the partners individually in the proportion in which they were entitled to share profits.
The mode of settlement of accounts between partners after the dissolution of a firm is determined by the partnership agreement in the absence of any specific agreement between them in this regard provisions of accounts.
1.sale of goodwill:
In setting the accounts of a firm after dissolution the goodwill shall be included in the assets and it may be sold either seperatly or along with other property of the firm.
2.sharing of defisiancy:
If the case of the firm are insufficient to discharge the debts and liabilities of the firm the partners shall bear defficiancy in the proportion in which they were entitled to share profits thus losses, including deficiencies of capital, shall be paid-
1.first out of profits.
2.next out of capital, and
3.lastly if nessary by the partners individually in the proportion in which they were entitled to share profits.
Liabilities of a partner in disolution
Liabilities of a partner dissolution:
1.liability for acts of partners done after dissolution:
In order to observe partners of the liability for any act done after the dissolution of the firm a public notice must be given to the dissolution if this is not done the partners continueto be liable as such to third parties for any act done by any of them after the dissolution further in such a case the act of a partner done .
The following however are not liable for the acts done after the dissolution of the firm and no notice of dissoloution need to given:
1.the estate of a deceased partner.
2.the insolvent partner and,
3.the sleeping or dormant partner who retires.
2.continuing authority of partners for purposes of winding up:
After the dissolution of a firm the authority of each partner to bind the firm and other mutual rights and obligations of the partners continue, so far as may be necessary-
1.to wind up the affairs the firm, and
2.to complete transactions begum but unfurnished at the time of the dissolution.
1.liability for acts of partners done after dissolution:
In order to observe partners of the liability for any act done after the dissolution of the firm a public notice must be given to the dissolution if this is not done the partners continueto be liable as such to third parties for any act done by any of them after the dissolution further in such a case the act of a partner done .
The following however are not liable for the acts done after the dissolution of the firm and no notice of dissoloution need to given:
1.the estate of a deceased partner.
2.the insolvent partner and,
3.the sleeping or dormant partner who retires.
2.continuing authority of partners for purposes of winding up:
After the dissolution of a firm the authority of each partner to bind the firm and other mutual rights and obligations of the partners continue, so far as may be necessary-
1.to wind up the affairs the firm, and
2.to complete transactions begum but unfurnished at the time of the dissolution.
Rights of partner in disolution
Rights of a partner on dissolution:
On the desolution of a partnership firm a partnerhas the following rights namely-
1.right to business wound up:
On the dissolution of a firm every partner or his representatives is entiteled to have the property of the firm applied in payment of outside debats and liabilities of the firm.
2.right to have debats of the firm settled out of the property of the firm:
where a firm is dissolved the debats of the firm are settled out of the property of the firm and if ther is anysurplus it is utilized towords payment of the private debats of the partners.
3.right to personel profits earned after dissolution:
Where any partner has bought the goodwill of the firm on its dissoloution he has the right to use the firm name and earn profit by its use.
4.right to return of premiuem on premature dissolution:
Where a partner has paid a premiuem on entering into partnership for a fixed term and the firm is dissolved before the expiration of the term he is entitledto repaymentof the whole or part of the premiuem regard had to-
On the desolution of a partnership firm a partnerhas the following rights namely-
1.right to business wound up:
On the dissolution of a firm every partner or his representatives is entiteled to have the property of the firm applied in payment of outside debats and liabilities of the firm.
2.right to have debats of the firm settled out of the property of the firm:
where a firm is dissolved the debats of the firm are settled out of the property of the firm and if ther is anysurplus it is utilized towords payment of the private debats of the partners.
3.right to personel profits earned after dissolution:
Where any partner has bought the goodwill of the firm on its dissoloution he has the right to use the firm name and earn profit by its use.
4.right to return of premiuem on premature dissolution:
Where a partner has paid a premiuem on entering into partnership for a fixed term and the firm is dissolved before the expiration of the term he is entitledto repaymentof the whole or part of the premiuem regard had to-
Disolution by court
Dissolution by court:
The court may be at the suit of a partner, dissolve a firm on the following grounds-
1.insantry:
Where a partner has become of unsound mind the court may dissolve the firm on the petition of any of the other partners or by the next friend if the instand partner.
2.permenant incapacity:
Where a partner, other than the partner suing has become in any way permanently incapable of performing his duties as a partner.
3.miscondect:
Where a partner other than the partner suing is guilty of misconduct and it is likely to affect the carrying on of the business regared being had to the nature of the business.
4.persistent breach of agreement:
Where a partner other than the partner suing wilfuly or persistently commits breach of the firm or the conduct of its business.agreements relating to the management of the affairs of the firm or the conducts himself in the partners.
5.Transfer of intrest:
Where a partner has in any way transferred the whole of his intrest in the firm to a third party or where his share has been attached under a decree, or sold in the recovery of arrears of land revenue.
The court may be at the suit of a partner, dissolve a firm on the following grounds-
1.insantry:
Where a partner has become of unsound mind the court may dissolve the firm on the petition of any of the other partners or by the next friend if the instand partner.
2.permenant incapacity:
Where a partner, other than the partner suing has become in any way permanently incapable of performing his duties as a partner.
3.miscondect:
Where a partner other than the partner suing is guilty of misconduct and it is likely to affect the carrying on of the business regared being had to the nature of the business.
4.persistent breach of agreement:
Where a partner other than the partner suing wilfuly or persistently commits breach of the firm or the conduct of its business.agreements relating to the management of the affairs of the firm or the conducts himself in the partners.
5.Transfer of intrest:
Where a partner has in any way transferred the whole of his intrest in the firm to a third party or where his share has been attached under a decree, or sold in the recovery of arrears of land revenue.
Disolution order 0of court
Dissolution with out the order of court:
It may take place in one of the following ways:
1.dissolution by agreement:
A firm may be dissolved-
a.With consent of all the partners or,
b.In accordance with a contract between them
2.compulsory dissolution: a firm compulsory dissolved-
By the adjustication of all partners or all the partners but once as insolvent. The reason for this is simple. A partner on being adjusticated in solvent cases to be a partner on the date on which the order of adjustication is made.
3.dissolution on the happening of certain contegencies:
1.the expirary of them for which the firm was consisted.
2.the compelsation of the particular adventure or adventurers, if the firm is consisted for the execution thereof.
3.the death of a partner, and
4.the adjustication of a partner as an insolvent.
4.dissolution by notice of partnership:
Where the partnership is at will the firm may be dissolved by any partner giving notice in writing to all the other partners of his attention to dissolved the firm.
It may take place in one of the following ways:
1.dissolution by agreement:
A firm may be dissolved-
a.With consent of all the partners or,
b.In accordance with a contract between them
2.compulsory dissolution: a firm compulsory dissolved-
By the adjustication of all partners or all the partners but once as insolvent. The reason for this is simple. A partner on being adjusticated in solvent cases to be a partner on the date on which the order of adjustication is made.
3.dissolution on the happening of certain contegencies:
1.the expirary of them for which the firm was consisted.
2.the compelsation of the particular adventure or adventurers, if the firm is consisted for the execution thereof.
3.the death of a partner, and
4.the adjustication of a partner as an insolvent.
4.dissolution by notice of partnership:
Where the partnership is at will the firm may be dissolved by any partner giving notice in writing to all the other partners of his attention to dissolved the firm.
Disolution
Dissolution:
The dissolution of partnership between all partners of a firm to called the dissolution of the firm this means there is a difference between dissolution of partnership and dissolution firm.
Dissolution of firm:
It means complete breake down or extinction of the relation ship of partnership between all the partners of a firm. If this breakdown or serverance of partnership relation is between a few and not all the partners.
Dissolution of partnership:
It involves only a change in the agreement in the partners.is called reconstituted firm thus retirement of a partner from a firm does not dissolve the firm. It merrely serves the partnership relationship with retiring partner and the continuing partners.
The dissolution of partnership between all partners of a firm to called the dissolution of the firm this means there is a difference between dissolution of partnership and dissolution firm.
Dissolution of firm:
It means complete breake down or extinction of the relation ship of partnership between all the partners of a firm. If this breakdown or serverance of partnership relation is between a few and not all the partners.
Dissolution of partnership:
It involves only a change in the agreement in the partners.is called reconstituted firm thus retirement of a partner from a firm does not dissolve the firm. It merrely serves the partnership relationship with retiring partner and the continuing partners.
Expulsion of partners.
Expulsion of a partner:
A partner may be expelled from partnership subject to the following three condition:
1.the power of expulsion of a partner should be conferred by the contract between the partners.
2.the power should be excersiced by a majority of the partners.
3.the power should be excersiced in good faith.
Insolvency of a partner:
Where a partner in affirm is adjudicated insolvent, he cases to be partner on the date on which the order of adjustication is made, whether or not the firm is thereby dissolved.
Death of partner:
Subject to contract between the partners, a firm is dissolved by the death of a partner where under a contract between the partners the firm is not dissolved by the death of a partner.
Transfer of a partners intrest:
A partner may transfer his intrest in the firm by sale, mortage or charge. The transfer may be absolute or partial. It does not however entile the transfere.
A partner may be expelled from partnership subject to the following three condition:
1.the power of expulsion of a partner should be conferred by the contract between the partners.
2.the power should be excersiced by a majority of the partners.
3.the power should be excersiced in good faith.
Insolvency of a partner:
Where a partner in affirm is adjudicated insolvent, he cases to be partner on the date on which the order of adjustication is made, whether or not the firm is thereby dissolved.
Death of partner:
Subject to contract between the partners, a firm is dissolved by the death of a partner where under a contract between the partners the firm is not dissolved by the death of a partner.
Transfer of a partners intrest:
A partner may transfer his intrest in the firm by sale, mortage or charge. The transfer may be absolute or partial. It does not however entile the transfere.
Expulsion of partners.
Expulsion of a partner:
A partner may be expelled from partnership subject to the following three condition:
1.the power of expulsion of a partner should be conferred by the contract between the partners.
2.the power should be excersiced by a majority of the partners.
3.the power should be excersiced in good faith.
Insolvency of a partner:
Where a partner in affirm is adjudicated insolvent, he cases to be partner on the date on which the order of adjustication is made, whether or not the firm is thereby dissolved.
Death of partner:
Subject to contract between the partners, a firm is dissolved by the death of a partner where under a contract between the partners the firm is not dissolved by the death of a partner.
Transfer of a partners intrest:
A partner may transfer his intrest in the firm by sale, mortage or charge. The transfer may be absolute or partial. It does not however entile the transfere.
A partner may be expelled from partnership subject to the following three condition:
1.the power of expulsion of a partner should be conferred by the contract between the partners.
2.the power should be excersiced by a majority of the partners.
3.the power should be excersiced in good faith.
Insolvency of a partner:
Where a partner in affirm is adjudicated insolvent, he cases to be partner on the date on which the order of adjustication is made, whether or not the firm is thereby dissolved.
Death of partner:
Subject to contract between the partners, a firm is dissolved by the death of a partner where under a contract between the partners the firm is not dissolved by the death of a partner.
Transfer of a partners intrest:
A partner may transfer his intrest in the firm by sale, mortage or charge. The transfer may be absolute or partial. It does not however entile the transfere.
Rights of the partners.
Rights of the retired partner:
1.to carry on competing business:
A retired partner may carry on a business competing with that of the firm and he may advertise such business, but, subject to contract to the country he may not-
a.use the firm name,
b.represent himself as carrying on the business of the firm, or
c.solicit the custom of persons who were dealing with the firm before he caused to be a partner.
2.to share subsequent profits:
Where a partner dies or otherwise ceases to be a partner, and there is no final settlement of accounts between the legal representatives of the deceased partner or the retired partner and the surving or continuing partners, and they carry on business with the property of the firm.
a. such share of the profits earned after the death or retirement of the partner which is attribute to the use of his share of the property of the firm.
b. intrest at the rate of six per cent per annum on the amount of his share in the property.
1.to carry on competing business:
A retired partner may carry on a business competing with that of the firm and he may advertise such business, but, subject to contract to the country he may not-
a.use the firm name,
b.represent himself as carrying on the business of the firm, or
c.solicit the custom of persons who were dealing with the firm before he caused to be a partner.
2.to share subsequent profits:
Where a partner dies or otherwise ceases to be a partner, and there is no final settlement of accounts between the legal representatives of the deceased partner or the retired partner and the surving or continuing partners, and they carry on business with the property of the firm.
a. such share of the profits earned after the death or retirement of the partner which is attribute to the use of his share of the property of the firm.
b. intrest at the rate of six per cent per annum on the amount of his share in the property.
Retirement of partner.
Retirement of a partner:
A partner may retire from a firm-
1.with the consent of all the other partners such consent may be expressed or implied.
2.in accordance with an expressagreement by the partners or,
3.when the partnership is at will by giving notice in writing to all the other partners of his intension to retire.
Liability of retierd partner:
This may be discussed under the following two heads:
1.liability before retirement:
A retirement partner continues to be liable for all the acts of the firm done before his retirement or acts pending at the time of his retirement unless he is discharged from his liability.
2.liability after tetirement:
A retired partner along with other partners at the time of his retirement continues to be liable as partner to third parties for any act done by any of them after the retirement of the partner-untill a public notice is given of the retirement.
A partner may retire from a firm-
1.with the consent of all the other partners such consent may be expressed or implied.
2.in accordance with an expressagreement by the partners or,
3.when the partnership is at will by giving notice in writing to all the other partners of his intension to retire.
Liability of retierd partner:
This may be discussed under the following two heads:
1.liability before retirement:
A retirement partner continues to be liable for all the acts of the firm done before his retirement or acts pending at the time of his retirement unless he is discharged from his liability.
2.liability after tetirement:
A retired partner along with other partners at the time of his retirement continues to be liable as partner to third parties for any act done by any of them after the retirement of the partner-untill a public notice is given of the retirement.
Reconstitution of firm
Minor partner:
In the Indian contract act, an agreement by or with minor os void.as such he is incapable of entering into a contract of partnership. But with the cansent of all the partners for the time being, a minor may be admitted to the benefits of partnership of this provision is based on the rule that the minor cannot be a partner.
Reconstitution of firm:
A partnership firm is said to be reconstituted when any of the following changes occurs and the firm continues:
1.introduction of the partner.
2.retirement of a partner.
3.exulsion of a partner.
4.insolvency of a partner.
5.death of a partner.
6.transfer of a partner share.
Introduction of a partner:
Which details with the position of a minor partner a person may be admitted as a new partner enter-
1.With the consent of all the existing partners, or
2.In accordance with a contract already entered in to between the partners.
In the Indian contract act, an agreement by or with minor os void.as such he is incapable of entering into a contract of partnership. But with the cansent of all the partners for the time being, a minor may be admitted to the benefits of partnership of this provision is based on the rule that the minor cannot be a partner.
Reconstitution of firm:
A partnership firm is said to be reconstituted when any of the following changes occurs and the firm continues:
1.introduction of the partner.
2.retirement of a partner.
3.exulsion of a partner.
4.insolvency of a partner.
5.death of a partner.
6.transfer of a partner share.
Introduction of a partner:
Which details with the position of a minor partner a person may be admitted as a new partner enter-
1.With the consent of all the existing partners, or
2.In accordance with a contract already entered in to between the partners.
Types of partner
Partner in profits only:
Sometimes partners may agree that a partner shall gets a share of the profits only and that he shall not be liable to contribute towards the losses.such a partner is known as a partner in firm.
Sub-partner:
When a partner agrees to share his profits derived from the firm with a third person. That third person is known as a partner a sub-partner is no in way connected with the firm and cannot pepresent himself if as a partner of the firm.
Partner by estopel or holding out:
Sometimes a person who is not a partner in a firm may, under certain circumstances be liable for its debts as if he were a partner. Such a partner is called a partnerby estopel or holding out.
Sometimes partners may agree that a partner shall gets a share of the profits only and that he shall not be liable to contribute towards the losses.such a partner is known as a partner in firm.
Sub-partner:
When a partner agrees to share his profits derived from the firm with a third person. That third person is known as a partner a sub-partner is no in way connected with the firm and cannot pepresent himself if as a partner of the firm.
Partner by estopel or holding out:
Sometimes a person who is not a partner in a firm may, under certain circumstances be liable for its debts as if he were a partner. Such a partner is called a partnerby estopel or holding out.
Types of partners.
Types of partners:
An outsiders dealing with a firm may have to certain cases and particulars when there is a default by the firm, as to who the partners are,and to what extent they are liable.
Actual or ostensible partner:
A person who becomes a partner by an agreement and is activitily engaged in the conducted of the business firm.partnership isknown as an actual partner.
Sleeping or document partner:
A sleeping partner is one who does not take an an active part in the conduct of the business firm. He like the other partners, invests capital and shares in the profit of the business.
Nominal partner:
A partner who lends his name to the firm,undisclosed principle but real intrest in it, is called a nominal partner, he does not invest in the business of the firm.nor does not he share in the profits or take part in the management of the business of the firm.
An outsiders dealing with a firm may have to certain cases and particulars when there is a default by the firm, as to who the partners are,and to what extent they are liable.
Actual or ostensible partner:
A person who becomes a partner by an agreement and is activitily engaged in the conducted of the business firm.partnership isknown as an actual partner.
Sleeping or document partner:
A sleeping partner is one who does not take an an active part in the conduct of the business firm. He like the other partners, invests capital and shares in the profit of the business.
Nominal partner:
A partner who lends his name to the firm,undisclosed principle but real intrest in it, is called a nominal partner, he does not invest in the business of the firm.nor does not he share in the profits or take part in the management of the business of the firm.
Saturday, August 29, 2009
Implied authority.
No implied authority:
In the absence of any usage or custom of trade to the country, the implied authority of a partner does not empower him to-
Implied authority and third party:
1.extension and restriction:
of a partner ‘s implied authority the partners in a firm may, by construct between them, extend or restrict the implied authority of any partner.
2.effect of admission by a partner:
where a partner makes any admission or representation concerning the affairs of the firm.it is sufficient evidence against the firm provided the admission or representation of business.
In the absence of any usage or custom of trade to the country, the implied authority of a partner does not empower him to-
Implied authority and third party:
1.extension and restriction:
of a partner ‘s implied authority the partners in a firm may, by construct between them, extend or restrict the implied authority of any partner.
2.effect of admission by a partner:
where a partner makes any admission or representation concerning the affairs of the firm.it is sufficient evidence against the firm provided the admission or representation of business.
Implied authority.
No implied authority:
In the absence of any usage or custom of trade to the country, the implied authority of a partner does not empower him to-
Implied authority and third party:
1.extension and restriction:
In the absence of any usage or custom of trade to the country, the implied authority of a partner does not empower him to-
Implied authority and third party:
1.extension and restriction:
of a partner ‘s implied authority the partners in a firm may, by construct between them, extend or restrict the implied authority of any partner.
2.effect of admission by a partner:
where a partner makes any admission or representation concerning the affairs of the firm.it is sufficient evidence against the firm provided the admission or representation of business.
implied authority
No implied authority:
In the absence of any usage or custom of trade to the country, the implied authority of a partner does not empower him to-
Implied authority and third party:
1.extension and restriction:
In the absence of any usage or custom of trade to the country, the implied authority of a partner does not empower him to-
Implied authority and third party:
1.extension and restriction:
of a partner ‘s implied authority the partners in a firm may, by construct between them, extend or restrict the implied authority of any partner.
2.effect of admission by a partner:
where a partner makes any admission or representation concerning the affairs of the firm.it is sufficient evidence against the firm provided the admission or representation of business.
Relation of partnership
Relations of partners to third partners:
Every partner is the agent of the firm for the purpose of the business of the firm. He can act on behalf of the firm and bind the firm provided he does the carrying act on the usual way, business of the kind carried on by the firm.
Implied authority of a partner:
The authority of a partner means the capacity of a part Near to bind firm by his act.this authority may be express or implied. Where the authority to a partner to act is expressly conferred by an agreement,it is called express authority.
Acts within the implied authority of a partner:
In a trading firm, a firm which depends for its existence on the buying and selling of goods the implied authority of apartner has been held to include.
Every partner is the agent of the firm for the purpose of the business of the firm. He can act on behalf of the firm and bind the firm provided he does the carrying act on the usual way, business of the kind carried on by the firm.
Implied authority of a partner:
The authority of a partner means the capacity of a part Near to bind firm by his act.this authority may be express or implied. Where the authority to a partner to act is expressly conferred by an agreement,it is called express authority.
Acts within the implied authority of a partner:
In a trading firm, a firm which depends for its existence on the buying and selling of goods the implied authority of apartner has been held to include.
Relation of partnership
Relations of partners to third partners:
Every partner is the agent of the firm for the purpose of the business of the firm. He can act on behalf of the firm and bind the firm provided he does the carrying act on the usual way, business of the kind carried on by the firm.
Implied authority of a partner:
The authority of a partner means the capacity of a part Near to bind firm by his act.this authority may be express or implied. Where the authority to a partner to act is expressly conferred by an agreement,it is called express authority.
Acts within the implied authority of a partner:
In a trading firm, a firm which depends for its existence on the buying and selling of goods the implied authority of apartner has been held to include.
Every partner is the agent of the firm for the purpose of the business of the firm. He can act on behalf of the firm and bind the firm provided he does the carrying act on the usual way, business of the kind carried on by the firm.
Implied authority of a partner:
The authority of a partner means the capacity of a part Near to bind firm by his act.this authority may be express or implied. Where the authority to a partner to act is expressly conferred by an agreement,it is called express authority.
Acts within the implied authority of a partner:
In a trading firm, a firm which depends for its existence on the buying and selling of goods the implied authority of apartner has been held to include.
Wednesday, August 26, 2009
Property and goodwill of the firm
Property of the firm:
It is open to partners to determine by agreement among them as to what shall be the property of the firm and what shall be the seprate property of one or more of the partners.
The property of the firm, in the absence of a contract to the contrary includes-
1.all property originally brought into the common stock of the firm;
2.all rights or interests in the property, originally so brought.
3.all property acquired for the proposed and in the course of the business of the firm.
4.good will of the business of the firm.
Goodwill:
The property of a firm, in the absence of a contract to the country includes the goodwill of the business the term goodwill is not defined in the acyt. It is property speaking a commercial rather than a legal term.
Agreement between partners in restraint of trade:
Every agreement by which anyone is restrained from excersicing a lawful profession, trade or business of any kind is, to that extant, void, but the partners of a firm may agree that a partner shall not carry on any business other than that of the partner of the agreement.
It is open to partners to determine by agreement among them as to what shall be the property of the firm and what shall be the seprate property of one or more of the partners.
The property of the firm, in the absence of a contract to the contrary includes-
1.all property originally brought into the common stock of the firm;
2.all rights or interests in the property, originally so brought.
3.all property acquired for the proposed and in the course of the business of the firm.
4.good will of the business of the firm.
Goodwill:
The property of a firm, in the absence of a contract to the country includes the goodwill of the business the term goodwill is not defined in the acyt. It is property speaking a commercial rather than a legal term.
Agreement between partners in restraint of trade:
Every agreement by which anyone is restrained from excersicing a lawful profession, trade or business of any kind is, to that extant, void, but the partners of a firm may agree that a partner shall not carry on any business other than that of the partner of the agreement.
Duties of partners.
Duties of partner
Partnership is a contract of uberrinae fided the partners must act with ulmost good as the very basis of partnership is mutual trust and confidence.
These duties are summed up as under:
1.to carry on business to the greatest common advantage:
Every partner is bound to carry on the business of the firm to the greatest common advantage. He is bound, in all transactions affecting the partnership.
2.to abserve faith:
Partnership is a fiduciary relation. Every partner must be just and faithful, and observe ulmost good faith towords every other partner of the firm.
3.to identify for froud:
Every partner is boundto indeminity the firm for any loss caused to it by his froud in the conduct of the business of the firm. This is an absolute duty of a partner and no partner himself and contract out of it.
4.to attend diligenty:
Subject to contract between the entitled to partners it is the duty of every partner to attend diligently to his duties in the conduct of the business of the firm in to all the partners.
5.not to claim remuneration:
A partner is not entitled to receive any remuneration in any form for taking part in the conduct of the business of the firm.
Partnership is a contract of uberrinae fided the partners must act with ulmost good as the very basis of partnership is mutual trust and confidence.
These duties are summed up as under:
1.to carry on business to the greatest common advantage:
Every partner is bound to carry on the business of the firm to the greatest common advantage. He is bound, in all transactions affecting the partnership.
2.to abserve faith:
Partnership is a fiduciary relation. Every partner must be just and faithful, and observe ulmost good faith towords every other partner of the firm.
3.to identify for froud:
Every partner is boundto indeminity the firm for any loss caused to it by his froud in the conduct of the business of the firm. This is an absolute duty of a partner and no partner himself and contract out of it.
4.to attend diligenty:
Subject to contract between the entitled to partners it is the duty of every partner to attend diligently to his duties in the conduct of the business of the firm in to all the partners.
5.not to claim remuneration:
A partner is not entitled to receive any remuneration in any form for taking part in the conduct of the business of the firm.
Rights of a partner
Rights of a partner:
1.right to take part in business:
The partnershipagreement usually provide the mode of the conduct of the business. Subject to any such agreement between the partners the conduct the business.
2.right to be consulted:
Every partner has an inherent right to be consulted in all matters affecting the business of the partnership and express his views before any dicision is taken by the partners.
3.right of access to accounts:
Subject to contract between the partners, every partner has a right to have access to and inspect and copy any of the books of the person.
4.right to share in profits:
In the absence of any agreement, the partners are entiteled to share equity in the profits earned and are liable acontribute by the firms.
5.right to intrest on capital:
The partnership agreement may contain a clause as to the right of the partners to claims intrest on capital at certain rate. The partners is payable only out of profits, if any, earned by the firm.
6.right to retire:
A partner has a right to retire with the consent of all the other partners. In accordance with an express agreement between the partners of his intension to retire.
1.right to take part in business:
The partnershipagreement usually provide the mode of the conduct of the business. Subject to any such agreement between the partners the conduct the business.
2.right to be consulted:
Every partner has an inherent right to be consulted in all matters affecting the business of the partnership and express his views before any dicision is taken by the partners.
3.right of access to accounts:
Subject to contract between the partners, every partner has a right to have access to and inspect and copy any of the books of the person.
4.right to share in profits:
In the absence of any agreement, the partners are entiteled to share equity in the profits earned and are liable acontribute by the firms.
5.right to intrest on capital:
The partnership agreement may contain a clause as to the right of the partners to claims intrest on capital at certain rate. The partners is payable only out of profits, if any, earned by the firm.
6.right to retire:
A partner has a right to retire with the consent of all the other partners. In accordance with an express agreement between the partners of his intension to retire.
Time and alteration of registration
Time of registration:
As to the time of the registration of a firm, there is no define provision in the act however, lays down that no suit to enforce a right arising from a contract can be instituted in any court by or on behalf of a firm against any third party person unless the firm is registered and the persons suing partners in the firm.
Effects of non registration:
1.suits between partners and firm.
2.suits between firm and third parties.
3.claim of set-off.
Alteration:
If any alteration relating to the following matters takes place in the case of a registered firm, astatement or intimation is to be sent to the register of firms for incorporating the necessary change in the registered.
Relations of partners to one another:
The relations of the partners of a partners of affirm to one another are usally governed by the agreement among them. Such agreement among them. Such agreement may be express or may be implied from the course of dealing among them.
As to the time of the registration of a firm, there is no define provision in the act however, lays down that no suit to enforce a right arising from a contract can be instituted in any court by or on behalf of a firm against any third party person unless the firm is registered and the persons suing partners in the firm.
Effects of non registration:
1.suits between partners and firm.
2.suits between firm and third parties.
3.claim of set-off.
Alteration:
If any alteration relating to the following matters takes place in the case of a registered firm, astatement or intimation is to be sent to the register of firms for incorporating the necessary change in the registered.
Relations of partners to one another:
The relations of the partners of a partners of affirm to one another are usally governed by the agreement among them. Such agreement among them. Such agreement may be express or may be implied from the course of dealing among them.
Rigistration of partnership firms.
Particular partnership:
When a person becomes a partner with another person or persons in a particular adventure or undertaking. Such a partnership is known as particular partnership.it comes to an end as soon as that adventure completed.
Registration of firms:
The partnership act does not provide for the compelsary registration firms. It has left it to the option of the firms to get themselves registered. But indirectly. By creating certain disabilities from which an unregistered firm suffers.
Procedure of registeration:
The registration of a firm may be effored at any time by filling an application in the firm of the statement,giving the necessary information, with the register of firms of the area.
The application for registration of a firm shall be accompanied by the prescribed fee. It shaal state:
1.the name of the firm.
2.the place or principle place of business of the firm.
3.the names of other places where the firm carries on business.
4.the date when each partner joined the firm.
5.the names in full ans permanent addresses of the partnership.
6.the duration of the firm.
The statement shall be signed by all the partners or by their agents specially authorized in the behalf.
When a person becomes a partner with another person or persons in a particular adventure or undertaking. Such a partnership is known as particular partnership.it comes to an end as soon as that adventure completed.
Registration of firms:
The partnership act does not provide for the compelsary registration firms. It has left it to the option of the firms to get themselves registered. But indirectly. By creating certain disabilities from which an unregistered firm suffers.
Procedure of registeration:
The registration of a firm may be effored at any time by filling an application in the firm of the statement,giving the necessary information, with the register of firms of the area.
The application for registration of a firm shall be accompanied by the prescribed fee. It shaal state:
1.the name of the firm.
2.the place or principle place of business of the firm.
3.the names of other places where the firm carries on business.
4.the date when each partner joined the firm.
5.the names in full ans permanent addresses of the partnership.
6.the duration of the firm.
The statement shall be signed by all the partners or by their agents specially authorized in the behalf.
Tuesday, August 25, 2009
Duration of partnership.
Duration of partnership:
The partners may, at the time when they enter into partnership agreement fix the duration of the partners or may say nothing about it. In the former case, the partnership is called a partnership for a fixed term, and in the letter case, a partnership at will.
Partnership for a fixed term:
In this case the partnership is entered into for a fixed period of time. When the fixed period is over, it comes to an end. The partners may, however, continue to carry on the business of the fixed period.
Particular partnership:
When a person becomes a partner with another person or persons in aparticular adenture or understanding such apartnership is known as particular partnership. It comes to an end soon as that adventure is completed.
Partnership at will:
Where no provision is made by contract of the between the partners for the duration of the partnership or for the determinant is partnership at will may be solved by any partner by giving a notice in writing to all other partners of his firm.
The partners may, at the time when they enter into partnership agreement fix the duration of the partners or may say nothing about it. In the former case, the partnership is called a partnership for a fixed term, and in the letter case, a partnership at will.
Partnership for a fixed term:
In this case the partnership is entered into for a fixed period of time. When the fixed period is over, it comes to an end. The partners may, however, continue to carry on the business of the fixed period.
Particular partnership:
When a person becomes a partner with another person or persons in aparticular adenture or understanding such apartnership is known as particular partnership. It comes to an end soon as that adventure is completed.
Partnership at will:
Where no provision is made by contract of the between the partners for the duration of the partnership or for the determinant is partnership at will may be solved by any partner by giving a notice in writing to all other partners of his firm.
Patnership and other associates
Partnership and other associations
Partnership and hindu undivided family:
A business in hindu undivided family law is aheartable asset. If an ancestral business sescends on the members of a joint hindu family, or if they start a common business out of joint funds at any time after the death of such a business is a called family business. The points of distinction between the two are as followes:
1.mode of creation.
2.intrest in business.
3.admision of new members.
4.authority of members.
5.liability of members.
6.right of members to demand accounts.
7.registration.
Partnership and co-ownership:
Co-ownership means joint ownership of some properly which does not necessarily result in partnership. In partnership the patners are necessarily co-owners of property of the firm.the following are the ponts of difference between the two:
1.mode of creation.
2.business.
3.nature of intrest.
4.transfer of intrest.
5.lien for expenses.
Clubs:
A club or a society, such as cricket club or a debating society or a residents welfare socity is not a partnership. It is formed to earn profit and its members are not agents of one another and as such are not liable to acts.
Patnership and other associates
Partnership and other associations
Partnership and hindu undivided family:
A business in hindu undivided family law is aheartable asset. If an ancestral business sescends on the members of a joint hindu family, or if they start a common business out of joint funds at any time after the death of such a business is a called family business. The points of distinction between the two are as followes:
1.mode of creation.
2.intrest in business.
3.admision of new members.
4.authority of members.
5.liability of members.
6.right of members to demand accounts.
7.registration.
Partnership and co-ownership:
Co-ownership means joint ownership of some properly which does not necessarily result in partnership. In partnership the patners are necessarily co-owners of property of the firm.the following are the ponts of difference between the two:
1.mode of creation.
2.business.
3.nature of intrest.
4.transfer of intrest.
5.lien for expenses.
Clubs:
A club or a society, such as cricket club or a debating society or a residents welfare socity is not a partnership. It is formed to earn profit and its members are not agents of one another and as such are not liable to acts.
Partnership and hindu undivided family:
A business in hindu undivided family law is aheartable asset. If an ancestral business sescends on the members of a joint hindu family, or if they start a common business out of joint funds at any time after the death of such a business is a called family business. The points of distinction between the two are as followes:
1.mode of creation.
2.intrest in business.
3.admision of new members.
4.authority of members.
5.liability of members.
6.right of members to demand accounts.
7.registration.
Partnership and co-ownership:
Co-ownership means joint ownership of some properly which does not necessarily result in partnership. In partnership the patners are necessarily co-owners of property of the firm.the following are the ponts of difference between the two:
1.mode of creation.
2.business.
3.nature of intrest.
4.transfer of intrest.
5.lien for expenses.
Clubs:
A club or a society, such as cricket club or a debating society or a residents welfare socity is not a partnership. It is formed to earn profit and its members are not agents of one another and as such are not liable to acts.
Patnership firm.
Partners, firm, firm name:
A firm name shall not contain any words expressing or impliying the sanction, approvel or patronage of the government. The state government may, however, signify its consent to the use of such words by a firm as part of name by order in writing.
In order to determine the existence of partnership between a group of persons. The definition of one must look to the agreement between them. If the agreement is to share the profits of a business, and the business is carried on by all or any of them acting for all, there is partnership, otherwise not.
partnership and firm:
Partnership is merely an abstract legal relation between the partners. It is in other words an obstracting a firm is a collection name for all the partners. It is a concrete thing. Partnership may be styled as the invisible body bound together.
A firm name shall not contain any words expressing or impliying the sanction, approvel or patronage of the government. The state government may, however, signify its consent to the use of such words by a firm as part of name by order in writing.
In order to determine the existence of partnership between a group of persons. The definition of one must look to the agreement between them. If the agreement is to share the profits of a business, and the business is carried on by all or any of them acting for all, there is partnership, otherwise not.
partnership and firm:
Partnership is merely an abstract legal relation between the partners. It is in other words an obstracting a firm is a collection name for all the partners. It is a concrete thing. Partnership may be styled as the invisible body bound together.
Farmation of a partnership
Formation of partnership:
A partnership is based on an he agreement. The partnership agreement may be made orally or in writing or may be implied from the course of dealing among partners.all the essential elements of the valid contract must be present.
Partnership deed:
The agreement creating partnership may be expressed or implied, and the latter may be inferred from the conduct or the course of dealing of the partners or form the circumstances of the cases. That the agreement are writing proses.
Who may be partners?
A contracts of partnership may be entered into by every person who is complient to enter into a contract of the Indian contract act, alien enemy,minor,person of unsound mind,corporation.
A partnership is based on an he agreement. The partnership agreement may be made orally or in writing or may be implied from the course of dealing among partners.all the essential elements of the valid contract must be present.
Partnership deed:
The agreement creating partnership may be expressed or implied, and the latter may be inferred from the conduct or the course of dealing of the partners or form the circumstances of the cases. That the agreement are writing proses.
Who may be partners?
A contracts of partnership may be entered into by every person who is complient to enter into a contract of the Indian contract act, alien enemy,minor,person of unsound mind,corporation.
Farmation of a partnership
Formation of partnership:
A partnership is based on an he agreement. The partnership agreement may be made orally or in writing or may be implied from the course of dealing among partners.all the essential elements of the valid contract must be present.
Partnership deed:
The agreement creating partnership may be expressed or implied, and the latter may be inferred from the conduct or the course of dealing of the partners or form the circumstances of the cases. That the agreement are writing proses.
Who may be partners?
A contracts of partnership may be entered into by every person who is complient to enter into a contract of the Indian contract act, alien enemy,minor,person of unsound mind,corporation.
A partnership is based on an he agreement. The partnership agreement may be made orally or in writing or may be implied from the course of dealing among partners.all the essential elements of the valid contract must be present.
Partnership deed:
The agreement creating partnership may be expressed or implied, and the latter may be inferred from the conduct or the course of dealing of the partners or form the circumstances of the cases. That the agreement are writing proses.
Who may be partners?
A contracts of partnership may be entered into by every person who is complient to enter into a contract of the Indian contract act, alien enemy,minor,person of unsound mind,corporation.
Nature of partnership
NATURE OF PARTNERSHIP
Partnership:
Partnership is the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all.
Essential elements of partnership:
1.association of two or more persons: there should be at least two competent persons to firm a partnership. As regards the maximum number of partners in a firm.
2.agreement: the partnership relation is one of contractual nature it arises from contract and not from status agreement between the partners is the basis of the contract.the agreement may be express or implied contract.
3.business: a partnership can be formed only for the purpose of the carriying some business.are the profession.
4.sharing a business:the objectect of partnership must be to make profit. Profit means net profit,profits must be distributed among the partners in an agreed ratio.
Partnership:
Partnership is the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all.
Essential elements of partnership:
1.association of two or more persons: there should be at least two competent persons to firm a partnership. As regards the maximum number of partners in a firm.
2.agreement: the partnership relation is one of contractual nature it arises from contract and not from status agreement between the partners is the basis of the contract.the agreement may be express or implied contract.
3.business: a partnership can be formed only for the purpose of the carriying some business.are the profession.
4.sharing a business:the objectect of partnership must be to make profit. Profit means net profit,profits must be distributed among the partners in an agreed ratio.
Difference for company and partnership
Company distinguished from partnership:
Partnership is the relation between profits of a persons who have agreed to share the profits of a business carried on by all or any of them acting for all.
The principle differences between a company and a partnership are as followes:
1.regulating act:
a company is regulated by the companies act,1956. While the act 1932.indian partnership act.
2. mode of creation:
a company comes into he existence after registration under companies act,1956.registration is not complesary in the case of a partnership.
3.legal status:
a company has a legal personisfaction of the company debtality distinct from that of its members.made up of several persons who compose it.
4.liability of members:
The liability of the members of a company to contribute towards and liabilities is limited, where as partnership was fully liable of partners.
5.management:
The affairs of a company are managed by its directors o and management , and its members, and have a no right take part in the management.
6.number of members:
a)minimum. The minimum number of partners in affirm is 2 whereas the minimum number of members in aprivate company.
b) maximum . the maximum number of partners in affirm carrying on banking business can be 10 and in any other business 20. The minimum number of members in private company is 50.
7.powers:
a partnership firm can do anything which the partners agree to do and there is no limit to its activities; a company powers are limited to those allowed by the objects clouse sections.
Partnership is the relation between profits of a persons who have agreed to share the profits of a business carried on by all or any of them acting for all.
The principle differences between a company and a partnership are as followes:
1.regulating act:
a company is regulated by the companies act,1956. While the act 1932.indian partnership act.
2. mode of creation:
a company comes into he existence after registration under companies act,1956.registration is not complesary in the case of a partnership.
3.legal status:
a company has a legal personisfaction of the company debtality distinct from that of its members.made up of several persons who compose it.
4.liability of members:
The liability of the members of a company to contribute towards and liabilities is limited, where as partnership was fully liable of partners.
5.management:
The affairs of a company are managed by its directors o and management , and its members, and have a no right take part in the management.
6.number of members:
a)minimum. The minimum number of partners in affirm is 2 whereas the minimum number of members in aprivate company.
b) maximum . the maximum number of partners in affirm carrying on banking business can be 10 and in any other business 20. The minimum number of members in private company is 50.
7.powers:
a partnership firm can do anything which the partners agree to do and there is no limit to its activities; a company powers are limited to those allowed by the objects clouse sections.
Corporate veil
The corporate veil
From the jurstic point of view, a company is a legal personal distinct from its members. This principle may be refered to as “the veil of incorporation”. The courts in genral consider themselves bound by this principle.
Exceptions:
1.protection of revenue.
2.prevention of froud or inproper conduct.
3.determination of cherecter of a company whether it is enemy.
4.where the company is a sham.
5.company avoiding legal obligation.
From the jurstic point of view, a company is a legal personal distinct from its members. This principle may be refered to as “the veil of incorporation”. The courts in genral consider themselves bound by this principle.
Exceptions:
1.protection of revenue.
2.prevention of froud or inproper conduct.
3.determination of cherecter of a company whether it is enemy.
4.where the company is a sham.
5.company avoiding legal obligation.
6.company acting as agent or trustee of the shareholders.
7.avoidence of welfare legislation.
8.protecting public policy.
Statutory exeptions:
If a company carries on business for more than 6 months after the number has been reduced below 7 in case of a public company or 2 in case of a private company.
1.number of members below statutory minimum.
2.failure to refund application money.
3.misdespertion of company name.
4.fradulment of trading.
5.holding and subsidery company.
7.avoidence of welfare legislation.
8.protecting public policy.
Statutory exeptions:
If a company carries on business for more than 6 months after the number has been reduced below 7 in case of a public company or 2 in case of a private company.
1.number of members below statutory minimum.
2.failure to refund application money.
3.misdespertion of company name.
4.fradulment of trading.
5.holding and subsidery company.
Corporate veil
The corporate veil
From the jurstic point of view, a company is a legal personal distinct from its members. This principle may be refered to as “the veil of incorporation”. The courts in genral consider themselves bound by this principle.
Exceptions:
1.protection of revenue.
2.prevention of froud or inproper conduct.
3.determination of cherecter of a company whether it is enemy.
4.where the company is a sham.
5.company avoiding legal obligation.
6.company acting as agent or trustee of the shareholders.
7.avoidence of welfare legislation.
8.protecting public policy.
Statutory exeptions:
If a company carries on business for more than 6 months after the number has been reduced below 7 in case of a public company or 2 in case of a private company.
1.number of members below statutory minimum.
2.failure to refund application money.
3.misdespertion of company name.
4.fradulment of trading.
5.holding and subsidery company.
From the jurstic point of view, a company is a legal personal distinct from its members. This principle may be refered to as “the veil of incorporation”. The courts in genral consider themselves bound by this principle.
Exceptions:
1.protection of revenue.
2.prevention of froud or inproper conduct.
3.determination of cherecter of a company whether it is enemy.
4.where the company is a sham.
5.company avoiding legal obligation.
6.company acting as agent or trustee of the shareholders.
7.avoidence of welfare legislation.
8.protecting public policy.
Statutory exeptions:
If a company carries on business for more than 6 months after the number has been reduced below 7 in case of a public company or 2 in case of a private company.
1.number of members below statutory minimum.
2.failure to refund application money.
3.misdespertion of company name.
4.fradulment of trading.
5.holding and subsidery company.
Nature and cheracteristics of company
Nature of company:
A company, in common parlance, means a group of persons associations together for the attainment of commen end, social economic.
Company:
A voluntary association of persons, a company, in broad sense, may mean an association of individuals formed for some common purpose, but voluntary association of persons.
Characteristics of a company:
1.separate legal entity:
A company is in law regarded as an entity separate from its members. In other words, it has an independent corporate existence.
2.limited liability:
A company may be a company limited by shares or a company limited by gurantee. In a company by shares.
3.perpectual succession:
A company is a juristic person with a perpectual succession.
4.common seal:
Since a company has no physical existence, it must act through its agents and all such contracts entered into by the own seal of company.
5.capacity to sue:
A company can sue and be sued in its corporate name. it may be also infilict or suffer wrongs. It can in fact do or have done to it most of things being.
A company, in common parlance, means a group of persons associations together for the attainment of commen end, social economic.
Company:
A voluntary association of persons, a company, in broad sense, may mean an association of individuals formed for some common purpose, but voluntary association of persons.
Characteristics of a company:
1.separate legal entity:
A company is in law regarded as an entity separate from its members. In other words, it has an independent corporate existence.
2.limited liability:
A company may be a company limited by shares or a company limited by gurantee. In a company by shares.
3.perpectual succession:
A company is a juristic person with a perpectual succession.
4.common seal:
Since a company has no physical existence, it must act through its agents and all such contracts entered into by the own seal of company.
5.capacity to sue:
A company can sue and be sued in its corporate name. it may be also infilict or suffer wrongs. It can in fact do or have done to it most of things being.
One company
One –man company:
This is a company in which one man holds practically the whole of the share capital of the company, and in order to meet the statutory requirement of minimum number of members, some dummy members who are mostly his relations or friends it one with limited liability.
Prohibition of large partnership:
Illegal association:
A company, association or partnership consisting of more than 10 persons for the purpose of carriying on banking business and of more than 20 persons for the purpose of carriying on any other business with the company act.
Consequences of illegal association:
The consequences of an illegal association are as followes:
1.personel liability:
Every member of an illegal association is persanolity liable for all liability incurred in the business and his punishable with fine which may extend to rs.10,000.
2.contracts.
An illegal associations cannot enter into any contract nor can it sue any member or outsiders.
3.winding up.
An illegal association cannot be wound up under the companies act either at the instance of a creditor, or a member or the association itself. The tribunal will do nothing in relation to it that will amount recoginisation.
This is a company in which one man holds practically the whole of the share capital of the company, and in order to meet the statutory requirement of minimum number of members, some dummy members who are mostly his relations or friends it one with limited liability.
Prohibition of large partnership:
Illegal association:
A company, association or partnership consisting of more than 10 persons for the purpose of carriying on banking business and of more than 20 persons for the purpose of carriying on any other business with the company act.
Consequences of illegal association:
The consequences of an illegal association are as followes:
1.personel liability:
Every member of an illegal association is persanolity liable for all liability incurred in the business and his punishable with fine which may extend to rs.10,000.
2.contracts.
An illegal associations cannot enter into any contract nor can it sue any member or outsiders.
3.winding up.
An illegal association cannot be wound up under the companies act either at the instance of a creditor, or a member or the association itself. The tribunal will do nothing in relation to it that will amount recoginisation.
Forign company
Foreign company:
It means any company incorporated outsiders india which has an established placed of business in india.where a minimum of 50 % of the paid up share capital of a foreign company is held by one or more citizens of india or/ and by one or more bodies corporate in corporatedin india.
Rules applicable to foreign companies:
Apply to foreign companies the provisions contained in these sections are as follows:
1.documents.
2.accounts.
3.obligations.
4.service of documents on foreign company.
5.office wheredocuments to be delivered.
6.penalty.
7.registration of charges.
8.requirements as to prospectus.
Winding up of foreign company:
Where a foreign company, which has been carrying on business in india, ceases to carry on such business in india. It may be wound up as on unregistered company under company act.
It means any company incorporated outsiders india which has an established placed of business in india.where a minimum of 50 % of the paid up share capital of a foreign company is held by one or more citizens of india or/ and by one or more bodies corporate in corporatedin india.
Rules applicable to foreign companies:
Apply to foreign companies the provisions contained in these sections are as follows:
1.documents.
2.accounts.
3.obligations.
4.service of documents on foreign company.
5.office wheredocuments to be delivered.
6.penalty.
7.registration of charges.
8.requirements as to prospectus.
Winding up of foreign company:
Where a foreign company, which has been carrying on business in india, ceases to carry on such business in india. It may be wound up as on unregistered company under company act.
Sunday, August 23, 2009
Goverment company
5.classification on the basis of ownership:
On the basis of ownership, a company may be a-
1.goverment company, or
2.non-govt company.
The letter is controlled and operated by private capital.
Govt . company:
A companyof government means any company in which not less than 51 % of the paid up capital is held by
a) The central government, or
b) Any state government or governments, or
c) Partly by the central govt and partly by one or more state governments.the subsidery of a government company is also a government company.
Rules applicable to government companies:
1. Appointment of auditor and audit reports.
2. Annual report to be placed before parliament.
3. Provisions of apply to certain companies.
4. Certain provisions of the companies act not to apply.
On the basis of ownership, a company may be a-
1.goverment company, or
2.non-govt company.
The letter is controlled and operated by private capital.
Govt . company:
A companyof government means any company in which not less than 51 % of the paid up capital is held by
a) The central government, or
b) Any state government or governments, or
c) Partly by the central govt and partly by one or more state governments.the subsidery of a government company is also a government company.
Rules applicable to government companies:
1. Appointment of auditor and audit reports.
2. Annual report to be placed before parliament.
3. Provisions of apply to certain companies.
4. Certain provisions of the companies act not to apply.
Holdin and subsidery company
4.classification on the basis of controle:
On the basis of control, companies may be classified in to:
1.holding company.
2.subsidery company.
1.holding company:
A company is known as the holding company of another company if it has control over that other company. A company deemed to be the holding company of another if, but only if, that other is its subsidiary.
2.subsidery company:
A company is known as a subsidery of another company of another company when control is excersided by the latter over the former called a subsidery company. In the following three cases:
1.company controlling compensation of board directors.
2.holding of majority of shares.
3.subsidery of another subsidery.
On the basis of control, companies may be classified in to:
1.holding company.
2.subsidery company.
1.holding company:
A company is known as the holding company of another company if it has control over that other company. A company deemed to be the holding company of another if, but only if, that other is its subsidiary.
2.subsidery company:
A company is known as a subsidery of another company of another company when control is excersided by the latter over the former called a subsidery company. In the following three cases:
1.company controlling compensation of board directors.
2.holding of majority of shares.
3.subsidery of another subsidery.
Public and private company
3.classification on the basis of number of members:
From the point of view of the general public and on the basis of number of members, a company may be-
1.a private company, or
2.a public company.
1.private company:
A private company is normally what the Americans call a ‘close corporation’ a private company means a company which has a minimum paid up capital of rs.100000 or such higher paid up capital as may be prescribed.
2.public company:
A public company means a company which-
a)has a minimum paid up capital of rs. 5lakh or such high paid up capital.
b)is a private company which is a subsidiary of a company which is not a private company.
From the point of view of the general public and on the basis of number of members, a company may be-
1.a private company, or
2.a public company.
1.private company:
A private company is normally what the Americans call a ‘close corporation’ a private company means a company which has a minimum paid up capital of rs.100000 or such higher paid up capital as may be prescribed.
2.public company:
A public company means a company which-
a)has a minimum paid up capital of rs. 5lakh or such high paid up capital.
b)is a private company which is a subsidiary of a company which is not a private company.
Kinds of company
Kinds of companies:
1.classification on the basis of incorporation:
1.statutory companies:
These are the companies which are created by a special act of logistracture,eg-state bank of india, reserve bank of india, life insurance corporations of india.
2.registered companies:
These are the companies which are formed and registered under the companies act or were registered under any or the earlier companies acts. These are by far the most commonly found companies.
2.classification on the basis of liability:
1.companies with limited liability. These may be-
a)companies limited by shares, or
b)companies limited by gurantee, or
2.companies with unlimited liability.
1.classification on the basis of incorporation:
1.statutory companies:
These are the companies which are created by a special act of logistracture,eg-state bank of india, reserve bank of india, life insurance corporations of india.
2.registered companies:
These are the companies which are formed and registered under the companies act or were registered under any or the earlier companies acts. These are by far the most commonly found companies.
2.classification on the basis of liability:
1.companies with limited liability. These may be-
a)companies limited by shares, or
b)companies limited by gurantee, or
2.companies with unlimited liability.
Kinds of company
Kinds of companies:
1.classification on the basis of incorporation:
1.statutory companies:
These are the companies which are created by a special act of logistracture,eg-state bank of india, reserve bank of india, life insurance corporations of india.
2.registered companies:
These are the companies which are formed and registered under the companies act or were registered under any or the earlier companies acts. These are by far the most commonly found companies.
2.classification on the basis of liability:
1.companies with limited liability. These may be-
a)companies limited by shares, or
b)companies limited by gurantee, or
2.companies with unlimited liability.
1.classification on the basis of incorporation:
1.statutory companies:
These are the companies which are created by a special act of logistracture,eg-state bank of india, reserve bank of india, life insurance corporations of india.
2.registered companies:
These are the companies which are formed and registered under the companies act or were registered under any or the earlier companies acts. These are by far the most commonly found companies.
2.classification on the basis of liability:
1.companies with limited liability. These may be-
a)companies limited by shares, or
b)companies limited by gurantee, or
2.companies with unlimited liability.
Promoter
Promoter:
A promoter is a person who does the necessary preliminary work incidental to the formation of a company. It is a compendious term used for a person who undertakes does not and goes through all the necessary and incedintial primiliries an incorporated of a company.
Functions of promoter:
The promoter of a company decides its name and ascertaines that it will be accepted by the register of companies.he settles the details of the company memorandum and articles.
Legal status for the promoter:
As to the axact legal status of a promoter. The statutory provisions are silentin most part, except for a couple of sections in the specific relif his legal status is incapable of presice statement.
Fiduciary position of a promoter:
A promoter stands in a fiduciary relation to the company which he promoters.the fiduciary position of a promoter may be summed up as followes:
1.not to make any profit at the expense of the company.
2.to give benefit of negotiations to the company.
3.to make a full disclousure of intrest or profit.
4.not to make unfair use of position.
Duty of promoter as prospectus:
The promoter must see, in connection with the prospectus, if any is issued that the prospectus.
1.contains the necessary particulars.
2.does not contain any untrue or misleading statements or does not omit any material fact.
Remuneration of promoters:
A promoter has no right to get compensation from the company for his services in promoting the company unless there is a contract,he is not entiteled to get any compensation in respect of any payment made by him in connection with formation of a company.
A promoter is a person who does the necessary preliminary work incidental to the formation of a company. It is a compendious term used for a person who undertakes does not and goes through all the necessary and incedintial primiliries an incorporated of a company.
Functions of promoter:
The promoter of a company decides its name and ascertaines that it will be accepted by the register of companies.he settles the details of the company memorandum and articles.
Legal status for the promoter:
As to the axact legal status of a promoter. The statutory provisions are silentin most part, except for a couple of sections in the specific relif his legal status is incapable of presice statement.
Fiduciary position of a promoter:
A promoter stands in a fiduciary relation to the company which he promoters.the fiduciary position of a promoter may be summed up as followes:
1.not to make any profit at the expense of the company.
2.to give benefit of negotiations to the company.
3.to make a full disclousure of intrest or profit.
4.not to make unfair use of position.
Duty of promoter as prospectus:
The promoter must see, in connection with the prospectus, if any is issued that the prospectus.
1.contains the necessary particulars.
2.does not contain any untrue or misleading statements or does not omit any material fact.
Remuneration of promoters:
A promoter has no right to get compensation from the company for his services in promoting the company unless there is a contract,he is not entiteled to get any compensation in respect of any payment made by him in connection with formation of a company.
Saturday, August 22, 2009
Certificate of incorporation
certificate of incorporation:
when he company requiste documents are filled with the register, the register shall satisfy himself that the statutory requirements regarding registration have been duly complied with.in existing thi duly.the register is not required carried by the investigation. if the register is statisfied as to the complience of statutory requiorements.
conclusiveness of incorporations:
a certificate of incorporation given by the register in respect of a company is conclusive evidence that all the requirements of companies act have been complied with the respect of registration. this is known as rule ion the reason for this rule was expressed.
the certificate of incorporation has been held to be conclusiveness on the following points:
1.that reqirements of the act in respect of registration of matters precident and thereto have been complied with.
2.that the association is a company authorised to be registered under the act, and has been duly registered.
when he company requiste documents are filled with the register, the register shall satisfy himself that the statutory requirements regarding registration have been duly complied with.in existing thi duly.the register is not required carried by the investigation. if the register is statisfied as to the complience of statutory requiorements.
conclusiveness of incorporations:
a certificate of incorporation given by the register in respect of a company is conclusive evidence that all the requirements of companies act have been complied with the respect of registration. this is known as rule ion the reason for this rule was expressed.
the certificate of incorporation has been held to be conclusiveness on the following points:
1.that reqirements of the act in respect of registration of matters precident and thereto have been complied with.
2.that the association is a company authorised to be registered under the act, and has been duly registered.
Farmation of a company
Formation of a company
Before a company is formed, certain preliminary steps are necessary. and whetherit should be formatting a new company or taking over the business of an already established concern.they do all the nessary preliminary work incidential to the formation of a company.
incorporation of a company:
mode of formating incorporating company:
any 7 ormore person associated with for any lawfull purpose may from an incorporatedcompany with or without limited liability. they shall be subscribe their names to a memorandum of association and also comply with other formalities. a company so formed may be:
1.a company limited by shares.
2.a company limitedby guarantee.
3.an unlimited company.
documents to be filled with the register:
before a company is registered.it all describe to assertain from the rigister of a company if the proposed name of the company is approved then the following documents duly stamped to gether with the nessary fees are to be filled with register.
1.the memorandum of association.
2.articles of association.
3.the agrement for the company.
4.a declaration starting requirment of company.
A) Genral information
1.consent of directors, auditors, solicities / advocates, managers to issue, register of clause, bankers to the company.
2.experts openion obtained, if any.
3.change, if any, in directors and auditors during the last 3 years, and reasons there of.
4.authority for the issue and details of resolution passed for the issue.
5.procedure and time schedule for aalotment and issue of the certificates.
6.names and address of the company secretary, legal adviser, lead managers, co-managers, auditors, bankers to the company.
B)Financial information:
1.report by the accountants:
A report by the accountants on the profits and losses of the business for the proceeding 5 financial years, and on the assets and liabilities of the business on the date can be which shall be more than 120 days before the date of issue in prospectus.
2.report by the auditors:
A report by the auditors of the company with respect to;
a) Its profits and losses recurring nature and assets and liabilities;
b) The rates of dividends paid by the company during the preceding 5 financial years.
c) Principal terms of loans and assets charged as security.
d)Statutory and other information:
1.minimum subscription.
2.expenses of the issue giving separately fees payable to:
a) advisers. B) rigisters to the issue. C) managers to the issue.
3.underwriting commission and brokerage.
4.previous issue for cash.
5.previous public or rights issue, if any (during last 5 years).
6.commision or brokerage on previous issue.
7.issue of shares otherwise than cash.
8.revaluation of assets, if any(during the last 5 years).9.material contracts and inspection of
documents.
contenct of prospectus
CONTENT OF PROSPECTUS
Prospectus is the window through which can investor can look into the soundness of the company venture. The investor must,therefore, be given a complete picture of the company’s intended activities and its disclousure of all material and essential particulars and lay the same in full view of all intending purchasers of shares.
The important content of prospectus are as follows:
Part 2 of schedule 2
A) Genral information
1.consent of directors, auditors, solicities / advocates, managers to issue, register of clause, bankers to the company.
2.experts openion obtained, if any.
3.change, if any, in directors and auditors during the last 3 years, and reasons there of.
4.authority for the issue and details of resolution passed for the issue.
5.procedure and time schedule for aalotment and issue of the certificates.
6.names and address of the company secretary, legal adviser, lead managers, co-managers, auditors, bankers to the company.
B)Financial information:
1.report by the accountants:
A report by the accountants on the profits and losses of the business for the proceeding 5 financial years, and on the assets and liabilities of the business on the date can be which shall be more than 120 days before the date of issue in prospectus.
2.report by the auditors:
A report by the auditors of the company with respect to;
a) Its profits and losses recurring nature and assets and liabilities;
b) The rates of dividends paid by the company during the preceding 5 financial years.
c) Principal terms of loans and assets charged as security.
d)Statutory and other information:
1.minimum subscription.
2.expenses of the issue giving separately fees payable to:
a) advisers. B) rigisters to the issue. C) managers to the issue.
3.underwriting commission and brokerage.
4.previous issue for cash.
5.previous public or rights issue, if any (during last 5 years).
6.commision or brokerage on previous issue.
7.issue of shares otherwise than cash.
8.revaluation of assets, if any(during the last 5 years).9.material contracts and inspection of
documents.
Prospectus is the window through which can investor can look into the soundness of the company venture. The investor must,therefore, be given a complete picture of the company’s intended activities and its disclousure of all material and essential particulars and lay the same in full view of all intending purchasers of shares.
The important content of prospectus are as follows:
Part 2 of schedule 2
A) Genral information
1.consent of directors, auditors, solicities / advocates, managers to issue, register of clause, bankers to the company.
2.experts openion obtained, if any.
3.change, if any, in directors and auditors during the last 3 years, and reasons there of.
4.authority for the issue and details of resolution passed for the issue.
5.procedure and time schedule for aalotment and issue of the certificates.
6.names and address of the company secretary, legal adviser, lead managers, co-managers, auditors, bankers to the company.
B)Financial information:
1.report by the accountants:
A report by the accountants on the profits and losses of the business for the proceeding 5 financial years, and on the assets and liabilities of the business on the date can be which shall be more than 120 days before the date of issue in prospectus.
2.report by the auditors:
A report by the auditors of the company with respect to;
a) Its profits and losses recurring nature and assets and liabilities;
b) The rates of dividends paid by the company during the preceding 5 financial years.
c) Principal terms of loans and assets charged as security.
d)Statutory and other information:
1.minimum subscription.
2.expenses of the issue giving separately fees payable to:
a) advisers. B) rigisters to the issue. C) managers to the issue.
3.underwriting commission and brokerage.
4.previous issue for cash.
5.previous public or rights issue, if any (during last 5 years).
6.commision or brokerage on previous issue.
7.issue of shares otherwise than cash.
8.revaluation of assets, if any(during the last 5 years).9.material contracts and inspection of
documents.
A) Genral information
1.consent of directors, auditors, solicities / advocates, managers to issue, register of clause, bankers to the company.
2.experts openion obtained, if any.
3.change, if any, in directors and auditors during the last 3 years, and reasons there of.
4.authority for the issue and details of resolution passed for the issue.
5.procedure and time schedule for aalotment and issue of the certificates.
6.names and address of the company secretary, legal adviser, lead managers, co-managers, auditors, bankers to the company.
B)Financial information:
1.report by the accountants:
A report by the accountants on the profits and losses of the business for the proceeding 5 financial years, and on the assets and liabilities of the business on the date can be which shall be more than 120 days before the date of issue in prospectus.
2.report by the auditors:
A report by the auditors of the company with respect to;
a) Its profits and losses recurring nature and assets and liabilities;
b) The rates of dividends paid by the company during the preceding 5 financial years.
c) Principal terms of loans and assets charged as security.
d)Statutory and other information:
1.minimum subscription.
2.expenses of the issue giving separately fees payable to:
a) advisers. B) rigisters to the issue. C) managers to the issue.
3.underwriting commission and brokerage.
4.previous issue for cash.
5.previous public or rights issue, if any (during last 5 years).
6.commision or brokerage on previous issue.
7.issue of shares otherwise than cash.
8.revaluation of assets, if any(during the last 5 years).9.material contracts and inspection of documents.
a) Its profits and losses recurring nature and assets and liabilities;
b) The rates of dividends paid by the company during the preceding 5 financial years.
c) Principal terms of loans and assets charged as security.
d)Statutory and other information:
1.minimum subscription.
2.expenses of the issue giving separately fees payable to:
a) advisers. B) rigisters to the issue. C) managers to the issue.
3.underwriting commission and brokerage.
4.previous issue for cash.
5.previous public or rights issue, if any (during last 5 years).
6.commision or brokerage on previous issue.
7.issue of shares otherwise than cash.
8.revaluation of assets, if any(during the last 5 years).9.material contracts and inspection of documents.
A) Genral information
1.consent of directors, auditors, solicities / advocates, managers to issue, register of clause, bankers to the company.
2.experts openion obtained, if any.
3.change, if any, in directors and auditors during the last 3 years, and reasons there of.
4.authority for the issue and details of resolution passed for the issue.
5.procedure and time schedule for aalotment and issue of the certificates.
6.names and address of the company secretary, legal adviser, lead managers, co-managers, auditors, bankers to the company.
B)Financial information:
1.report by the accountants:
A report by the accountants on the profits and losses of the business for the proceeding 5 financial years, and on the assets and liabilities of the business on the date can be which shall be more than 120 days before the date of issue in prospectus.
2.report by the auditors:
A report by the auditors of the company with respect to;
a) Its profits and losses recurring nature and assets and liabilities;
b) The rates of dividends paid by the company during the preceding 5 financial years.
c) Principal terms of loans and assets charged as security.
d)Statutory and other information:
1.minimum subscription.
2.expenses of the issue giving separately fees payable to:
a) advisers. B) rigisters to the issue. C) managers to the issue.
3.underwriting commission and brokerage.
4.previous issue for cash.
5.previous public or rights issue, if any (during last 5 years).
6.commision or brokerage on previous issue.
7.issue of shares otherwise than cash.
8.revaluation of assets, if any(during the last 5 years).9.material contracts and inspection of documents.
2.report by the auditors:
A report by the auditors of the company with respect to;
a) Its profits and losses recurring nature and assets and liabilities;
b) The rates of dividends paid by the company during the preceding 5 financial years.
c) Principal terms of loans and assets charged as security.
d)Statutory and other information:
1.minimum subscription.
2.expenses of the issue giving separately fees payable to:
a) advisers. B) rigisters to the issue. C) managers to the issue.
3.underwriting commission and brokerage.
4.previous issue for cash.
5.previous public or rights issue, if any (during last 5 years).
6.commision or brokerage on previous issue.
7.issue of shares otherwise than cash.
8.revaluation of assets, if any(during the last 5 years).9.material contracts and inspection of documents.
Content of prospectus-part 1 of schedule 2
Part 1 of schedule 2
1.Genral information:
a) name and address of register office of the company.
b) consent of the central government for the present issue and declaration of the controle government about non responsibility for financial sounders or correctness of statements.
c) names of regional stock exchange and other stock exchange where application is made for listing of present issue.
d) provisions relating to punishments for facilities applications.
e) declaration about the issue of minimum subscription of 90% of not recived in with in issue.
f) declaration of the issue to allotment / refund within a period of 10 weeks.
g) name and address of auditors and lead managers.
2.capital structure of the company:
a) authorized,issued,subscribed, and paid up capital.
b) size of present issue giving sepratly reservation for preferential allotment to promoters and others.
c) paid up capital:
1.after the present issue.
2.after conversion of debentures(if applicable).
3.terms of the present issue:
a) terms of payments.
b) rights of the instruments holders.
c) how to apply-availability of forms,prospectus and mode of payment.
d) any special tax benefits for company and shareholders.
4.particulars of issue:
a) objects.
b) project cost.
c) means of financing.
5.company management and project:
a) history and main objects and present business of the company.
b) subsidiary of the company.
c) promoters and their background.
d) names address and occupations of manager, managing director and other workers.
e)location of project.
f) plant and mechinary technology process.
g) collebration agreements.
h) infrastructure facilities for raw materials, water, electricity.
6.management perception of risk factors:
Sensitivity to foreign exchange rate fluctuation, difficulty in availability of raw materials or in marketing of products, cost / time over –run, etc..,
1.Genral information:
a) name and address of register office of the company.
b) consent of the central government for the present issue and declaration of the controle government about non responsibility for financial sounders or correctness of statements.
c) names of regional stock exchange and other stock exchange where application is made for listing of present issue.
d) provisions relating to punishments for facilities applications.
e) declaration about the issue of minimum subscription of 90% of not recived in with in issue.
f) declaration of the issue to allotment / refund within a period of 10 weeks.
g) name and address of auditors and lead managers.
2.capital structure of the company:
a) authorized,issued,subscribed, and paid up capital.
b) size of present issue giving sepratly reservation for preferential allotment to promoters and others.
c) paid up capital:
1.after the present issue.
2.after conversion of debentures(if applicable).
3.terms of the present issue:
a) terms of payments.
b) rights of the instruments holders.
c) how to apply-availability of forms,prospectus and mode of payment.
d) any special tax benefits for company and shareholders.
4.particulars of issue:
a) objects.
b) project cost.
c) means of financing.
5.company management and project:
a) history and main objects and present business of the company.
b) subsidiary of the company.
c) promoters and their background.
d) names address and occupations of manager, managing director and other workers.
e)location of project.
f) plant and mechinary technology process.
g) collebration agreements.
h) infrastructure facilities for raw materials, water, electricity.
6.management perception of risk factors:
Sensitivity to foreign exchange rate fluctuation, difficulty in availability of raw materials or in marketing of products, cost / time over –run, etc..,
Friday, August 21, 2009
Prospectus
PROSPECTUS
defines a prospectus as “any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in, or debentures of a body of corporate.
PROSPECTUS TO BE IN WRITING
A prospectus must be in writing. An oral invitation to subscribe for shares in, or debentures of, a company, or deposits is not a prospectus.
INVITATION TO PUBLIC
A document is not a prospectus unless it is an invitation to the public to subscribe for shares in, or debentures of a company. But if the document satisfies the condition of invitation to the public.
OFFER TO THE PUBLIC
Whether shares have been “offered to the public” is a matter of fact and will depand on the circumstances of a particular case.
DATING OF PROSPECTUS
A prospectus issued by or in relation to an intended company,must be dated and that is, unless the cantracy is proved ,taken as the date of publication of the prospectus.
SIGHNING OF PROSPECTUS
In case the prospectus is issued by an intended company .it has to be signed by the proposed directors of the company or by their agents authorized in writing.in case of existing companies, the prospectus has to be signed by every person who is named there in as director of the company or by his agent authorized in writing.
defines a prospectus as “any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in, or debentures of a body of corporate.
PROSPECTUS TO BE IN WRITING
A prospectus must be in writing. An oral invitation to subscribe for shares in, or debentures of, a company, or deposits is not a prospectus.
INVITATION TO PUBLIC
A document is not a prospectus unless it is an invitation to the public to subscribe for shares in, or debentures of a company. But if the document satisfies the condition of invitation to the public.
OFFER TO THE PUBLIC
Whether shares have been “offered to the public” is a matter of fact and will depand on the circumstances of a particular case.
DATING OF PROSPECTUS
A prospectus issued by or in relation to an intended company,must be dated and that is, unless the cantracy is proved ,taken as the date of publication of the prospectus.
SIGHNING OF PROSPECTUS
In case the prospectus is issued by an intended company .it has to be signed by the proposed directors of the company or by their agents authorized in writing.in case of existing companies, the prospectus has to be signed by every person who is named there in as director of the company or by his agent authorized in writing.
Alteration of articles
ALTERATION OF ARTICLES:
Companies have been given very wide powers to alter theierer the articles, the right to alteration of articles is so important that a company cannot in any manner, either by express provision in the articles or by an independent contract,deprive itself of the power to alter its articles.
PROCEDURE OF ALTERATION:
A company may,by passing a special resolution, alter its articles any time. Again any articles may be adopted which could have been lawfully included originally.LIMITATION TO
ALTERATION:
1.must not be inconsistent with the act:
The alteration of the articles must not be inconsistent with, or go beyond, the provisions of the companies act.
2.must not conflict with the memorandum:
The alteration of the articles must not exceed the power given by the memorandum. Or conflict with the provisions of thehat the power of alteration must be memorandum.
3.must not sanction anything illegal:
The alteration must not purport to sanction anything which is illegal. But if it is legal and it is not clearly prohibited by the memorandum, it alters the whole structure of the company.
4.must be for the benefit of the company:
The alteration must be made bona fide for the benefit of the company as a whole. That the power of alteration must be excercised subject to these genral principals of law and equity which are applicable to all powers conferred on mejorities to bind minorities.
5.must not increase liability of members:
The alteration must not in any way increase the liability of the existing members to contribute to the share capital of, or otherwise pay money to, the company unless they agree in writing before or after the alteration is made.
6.alteration by special resolution only:
Even clerical errors in the articles should be set right by a special resolution.
Companies have been given very wide powers to alter theierer the articles, the right to alteration of articles is so important that a company cannot in any manner, either by express provision in the articles or by an independent contract,deprive itself of the power to alter its articles.
PROCEDURE OF ALTERATION:
A company may,by passing a special resolution, alter its articles any time. Again any articles may be adopted which could have been lawfully included originally.LIMITATION TO
ALTERATION:
1.must not be inconsistent with the act:
The alteration of the articles must not be inconsistent with, or go beyond, the provisions of the companies act.
2.must not conflict with the memorandum:
The alteration of the articles must not exceed the power given by the memorandum. Or conflict with the provisions of thehat the power of alteration must be memorandum.
3.must not sanction anything illegal:
The alteration must not purport to sanction anything which is illegal. But if it is legal and it is not clearly prohibited by the memorandum, it alters the whole structure of the company.
4.must be for the benefit of the company:
The alteration must be made bona fide for the benefit of the company as a whole. That the power of alteration must be excercised subject to these genral principals of law and equity which are applicable to all powers conferred on mejorities to bind minorities.
5.must not increase liability of members:
The alteration must not in any way increase the liability of the existing members to contribute to the share capital of, or otherwise pay money to, the company unless they agree in writing before or after the alteration is made.
6.alteration by special resolution only:
Even clerical errors in the articles should be set right by a special resolution.
ALTERATION OF ARTICLES:
Companies have been given very wide powers to alter theierer the articles, the right to alteration of articles is so important that a company cannot in any manner, either by express provision in the articles or by an independent contract,deprive itself of the power to alter its articles.
PROCEDURE OF ALTERATION:
A company may,by passing a special resolution, alter its articles any time. Again any articles may be adopted which could have been lawfully included originally.LIMITATION TO
ALTERATION:
1.must not be inconsistent with the act:
The alteration of the articles must not be inconsistent with, or go beyond, the provisions of the companies act.
2.must not conflict with the memorandum:
The alteration of the articles must not exceed the power given by the memorandum. Or conflict with the provisions of thehat the power of alteration must be memorandum.
3.must not sanction anything illegal:
The alteration must not purport to sanction anything which is illegal. But if it is legal and it is not clearly prohibited by the memorandum, it alters the whole structure of the company.
4.must be for the benefit of the company:
The alteration must be made bona fide for the benefit of the company as a whole. That the power of alteration must be excercised subject to these genral principals of law and equity which are applicable to all powers conferred on mejorities to bind minorities.
5.must not increase liability of members:
The alteration must not in any way increase the liability of the existing members to contribute to the share capital of, or otherwise pay money to, the company unless they agree in writing before or after the alteration is made.
6.alteration by special resolution only:
Even clerical errors in the articles should be set right by a special resolution.
ALTERATION OF ARTICLES:
Companies have been given very wide powers to alter theierer the articles, the right to alteration of articles is so important that a company cannot in any manner, either by express provision in the articles or by an independent contract,deprive itself of the power to alter its articles.
PROCEDURE OF ALTERATION:
A company may,by passing a special resolution, alter its articles any time. Again any articles may be adopted which could have been lawfully included originally.LIMITATION TO
ALTERATION:
1.must not be inconsistent with the act:
The alteration of the articles must not be inconsistent with, or go beyond, the provisions of the companies act.
2.must not conflict with the memorandum:
The alteration of the articles must not exceed the power given by the memorandum. Or conflict with the provisions of thehat the power of alteration must be memorandum.
3.must not sanction anything illegal:
The alteration must not purport to sanction anything which is illegal. But if it is legal and it is not clearly prohibited by the memorandum, it alters the whole structure of the company.
4.must be for the benefit of the company:
The alteration must be made bona fide for the benefit of the company as a whole. That the power of alteration must be excercised subject to these genral principals of law and equity which are applicable to all powers conferred on mejorities to bind minorities.
5.must not increase liability of members:
The alteration must not in any way increase the liability of the existing members to contribute to the share capital of, or otherwise pay money to, the company unless they agree in writing before or after the alteration is made.
6.alteration by special resolution only: Even clerical errors in the articles should be set right by a special resolution.
Legal effect of memorandum and articles
LEGAL EFFECT OF MEMORANDUM AND ARTICLES
The memorandum and articles, when registered, bind a company and the members there of to the same extent as if they had been sighned by the company and each member.
1.members to the company:
The memorandum and the articles consistute a binding contract between the members and the company the effect of this is that each member is bound to the company as if each member has actually sighned the memorandum and the articles.
2.company to the members:
A company is bound to the individual members in terms of their ordinary rights as members,only accordance with the provisions in the memorandum and the articles. A member cn obtain an injuction restraining the company from doing an altra virus act.
3.members inter se:
As between the members inter se the memorandum and the articles constitue a contract between them and are also binding on each member as against the other or others. Such a contact can, however, be enforced through the medium of the company.
4.company to the outsiders:
The articles do not constitue any binding contract as between a company and an outsiders cannot take advantage of the articles to found a claim against the company.
COMPANIES WHICH MUST HAVE THEIR OWN ARTICLES
The following companies shall have their own articles,namely,
a)unlimited companies,
b)companies limited by gurantee.
c)private companies limited by shares.
The articles shall be signed by the subscribers of the memorandum and registered along with the memorandum
The memorandum and articles, when registered, bind a company and the members there of to the same extent as if they had been sighned by the company and each member.
1.members to the company:
The memorandum and the articles consistute a binding contract between the members and the company the effect of this is that each member is bound to the company as if each member has actually sighned the memorandum and the articles.
2.company to the members:
A company is bound to the individual members in terms of their ordinary rights as members,only accordance with the provisions in the memorandum and the articles. A member cn obtain an injuction restraining the company from doing an altra virus act.
3.members inter se:
As between the members inter se the memorandum and the articles constitue a contract between them and are also binding on each member as against the other or others. Such a contact can, however, be enforced through the medium of the company.
4.company to the outsiders:
The articles do not constitue any binding contract as between a company and an outsiders cannot take advantage of the articles to found a claim against the company.
COMPANIES WHICH MUST HAVE THEIR OWN ARTICLES
The following companies shall have their own articles,namely,
a)unlimited companies,
b)companies limited by gurantee.
c)private companies limited by shares.
The articles shall be signed by the subscribers of the memorandum and registered along with the memorandum
A company limited by gurantee and a private company
REGULATION REQUIRED IN CASE OF AN UNLIMITED COMPANY, A COMPANY LIMITED BY GURANTEE AND A PRIVATE COMPANY
1.unlimited company:
in case of an unlimited company, the articles shall state
1.unlimited company:
in case of an unlimited company, the articles shall state
a) the number of members with which the company is to be registered and,
b) it has a share capital, the amount of share capital with which the company is to be registered.
2.company limited by gurantee:
in case of a company limited by gurantee, the articles of association shall state the number of members with which along the company is to be registered.
in case of a company limited by gurantee, the articles of association shall state the number of members with which along the company is to be registered.
3.private company:
in the case of a private company having a share capital, the articles shall contain provisions which-
in the case of a private company having a share capital, the articles shall contain provisions which-
a)restrict the right to transfer shares,
b)limit the number of its members to 50 and,
c)prohibit any invitation to the public to subscriber for any shares in, or debentures of a company.
ADOPTION OF APPLICATION OF TABLE A :
ADOPTION OF APPLICATION OF TABLE A :
There are 3 alternatives forms in which apublic company may adopt articles:
1.it may adopt table A in full.
2.it may wholly exclude table A and set out its own articles in full.
3.it may frame its own articles and adopt part of table A.
In other words, unless the articles of a public company expressely exclude any or all provisions of a table A. table A shall automatically apply to it.
In other words, unless the articles of a public company expressely exclude any or all provisions of a table A. table A shall automatically apply to it.
A company limited by gurantee and a private company
REGULATION REQUIRED IN CASE OF AN UNLIMITED COMPANY, A COMPANY LIMITED BY GURANTEE AND A PRIVATE COMPANY
1.unlimited company:
in case of an unlimited company, the articles shall state
1.unlimited company:
in case of an unlimited company, the articles shall state
a) the number of members with which the company is to be registered and,
b) it has a share capital, the amount of share capital with which the company is to be registered.
2.company limited by gurantee:
in case of a company limited by gurantee, the articles of association shall state the number of members with which along the company is to be registered.
in case of a company limited by gurantee, the articles of association shall state the number of members with which along the company is to be registered.
3.private company:
in the case of a private company having a share capital, the articles shall contain provisions which-
in the case of a private company having a share capital, the articles shall contain provisions which-
a)restrict the right to transfer shares,
b)limit the number of its members to 50 and,
c)prohibit any invitation to the public to subscriber for any shares in, or debentures of a company.
ADOPTION OF APPLICATION OF TABLE A :
ADOPTION OF APPLICATION OF TABLE A :
There are 3 alternatives forms in which apublic company may adopt articles:
1.it may adopt table A in full.
2.it may wholly exclude table A and set out its own articles in full.
3.it may frame its own articles and adopt part of table A.
In other words, unless the articles of a public company expressely exclude any or all provisions of a table A. table A shall automatically apply to it.
In other words, unless the articles of a public company expressely exclude any or all provisions of a table A. table A shall automatically apply to it.
A company limited by gurantee and a private company
REGULATION REQUIRED IN CASE OF AN UNLIMITED COMPANY, A COMPANY LIMITED BY GURANTEE AND A PRIVATE COMPANY
1.unlimited company:
in case of an unlimited company, the articles shall state
a) the number of members with which the company is to be registered and,
b) it has a share capital, the amount of share capital with which the company is to be registered.
2.company limited by gurantee:
in case of a company limited by gurantee, the articles of association shall state the number of members with which along the company is to be registered.
3.private company:
in the case of a private company having a share capital, the articles shall contain provisions which-
a)restrict the right to transfer shares,
b)limit the number of its members to 50 and,
c)prohibit any invitation to the public to subscriber for any shares in, or debentures of a company.
ADOPTION OF APPLICATION OF TABLE A :
There are 3 alternatives forms in which apublic company may adopt articles:
1.it may adopt table A in full.
2.it may wholly exclude table A and set out its own articles in full.
3.it may frame its own articles and adopt part of table A.
In other words, unless the articles of a public company expressely exclude any or all provisions of a table A. table A shall automatically apply to it.
1.unlimited company:
in case of an unlimited company, the articles shall state
a) the number of members with which the company is to be registered and,
b) it has a share capital, the amount of share capital with which the company is to be registered.
2.company limited by gurantee:
in case of a company limited by gurantee, the articles of association shall state the number of members with which along the company is to be registered.
3.private company:
in the case of a private company having a share capital, the articles shall contain provisions which-
a)restrict the right to transfer shares,
b)limit the number of its members to 50 and,
c)prohibit any invitation to the public to subscriber for any shares in, or debentures of a company.
ADOPTION OF APPLICATION OF TABLE A :
There are 3 alternatives forms in which apublic company may adopt articles:
1.it may adopt table A in full.
2.it may wholly exclude table A and set out its own articles in full.
3.it may frame its own articles and adopt part of table A.
In other words, unless the articles of a public company expressely exclude any or all provisions of a table A. table A shall automatically apply to it.
Articles of association
ARTICLES OF ASSOCIATION
The articles of association or just articles are the rules, regulations and bye-laws for the internal management of the affairs of a company.theaims and objects as set out in the memorandum of association.
The articles are next in importance to the memorandum of association which contains the fundamental conditions upon which alone a company is allowed to be incorporated.
CONTENTS OF ARTICLES
Articles of usually contain provisions relating to the following matters:
1.share capital, rights of shareholders, variation of these rights, payment of commissions, share certificates.
2.lien of shares.
3.calls on shares.
4.transfer of shares.
5.transmision of shares.
6.forfiture of shares.
7.conversion of shares in to stock.
8.share warrents.
9.alterations of capital.
10.genral meetings and proceedings therat.
11.voting rights of members, voting and poll,proxis.
12.directers,their appointment, remunerations, qualifications, powers and proceedings of the board of directors.
13.manager.
14.secretary.
15.dividends and reserves.
16.accounts,audit and borrowing powers.
17.capitalization of profits.
18.winding up.
The articles of association or just articles are the rules, regulations and bye-laws for the internal management of the affairs of a company.theaims and objects as set out in the memorandum of association.
The articles are next in importance to the memorandum of association which contains the fundamental conditions upon which alone a company is allowed to be incorporated.
CONTENTS OF ARTICLES
Articles of usually contain provisions relating to the following matters:
1.share capital, rights of shareholders, variation of these rights, payment of commissions, share certificates.
2.lien of shares.
3.calls on shares.
4.transfer of shares.
5.transmision of shares.
6.forfiture of shares.
7.conversion of shares in to stock.
8.share warrents.
9.alterations of capital.
10.genral meetings and proceedings therat.
11.voting rights of members, voting and poll,proxis.
12.directers,their appointment, remunerations, qualifications, powers and proceedings of the board of directors.
13.manager.
14.secretary.
15.dividends and reserves.
16.accounts,audit and borrowing powers.
17.capitalization of profits.
18.winding up.
Articles of association
ARTICLES OF ASSOCIATION
The articles of association or just articles are the rules, regulations and bye-laws for the internal management of the affairs of a company.theaims and objects as set out in the memorandum of association.
The articles are next in importance to the memorandum of association which contains the fundamental conditions upon which alone a company is allowed to be incorporated.
CONTENTS OF ARTICLES
Articles of usually contain provisions relating to the following matters:
1.share capital, rights of shareholders, variation of these rights, payment of commissions, share certificates.
2.lien of shares.
3.calls on shares.
4.transfer of shares.
5.transmision of shares.
6.forfiture of shares.
7.conversion of shares in to stock.
8.share warrents.
9.alterations of capital.
10.genral meetings and proceedings therat.
11.voting rights of members, voting and poll,proxis.
12.directers,their appointment, remunerations, qualifications, powers and proceedings of the board of directors.
13.manager.
14.secretary.
15.dividends and reserves.
16.accounts,audit and borrowing powers.
17.capitalization of profits.
18.winding up.
Difference between members and shareholders
MEMBERS AND SHAREHOLDERS
The ‘members’ or ‘shareholders’ of a company are the persons who entity collectivity constitute the company as a corporate entity. The terms member and shareholder and ‘holder’ of a share are used interchangeable.
DIFFERENCE BETWEEN MEMBERS AND SHAREHOLDERS
1.a registered shareholder is a member but a registered member may not be a shareholder because the company may not have a share capital.
2.a person who owns a bearer share warrant is a shareholder but he is not a member as his name is struck off the register of members. This means that a persons can be holder of shares without being a member.
3.a legal representative of a deceased member is not a member until he applies for registration. He is however, ashareholder even though his name does not appear in the register of members
The ‘members’ or ‘shareholders’ of a company are the persons who entity collectivity constitute the company as a corporate entity. The terms member and shareholder and ‘holder’ of a share are used interchangeable.
DIFFERENCE BETWEEN MEMBERS AND SHAREHOLDERS
1.a registered shareholder is a member but a registered member may not be a shareholder because the company may not have a share capital.
2.a person who owns a bearer share warrant is a shareholder but he is not a member as his name is struck off the register of members. This means that a persons can be holder of shares without being a member.
3.a legal representative of a deceased member is not a member until he applies for registration. He is however, ashareholder even though his name does not appear in the register of members
Thursday, August 20, 2009
Member ship of a company
WHO CAN BECAME A MEMBER
Any person who is comptent to contract( the Indian contract act, 1872) may became a member of a company. This is subject to the provisions of the memorandum and articles of a company.the articles may provide that certain persons cannot become members of the company.
HOW TO BECAME A MEMBER?Any person who is comptent to contract( the Indian contract act, 1872) may became a member of a company. This is subject to the provisions of the memorandum and articles of a company.the articles may provide that certain persons cannot become members of the company.
A person may become a member of a company in the following ways
1.members by subscription
The subscribers to the memorandum of association of a company are deemed to have agreed to became its members.neither application nor allotment of shares is necessary.
2.membership by application and registration:
Apart from the subscribers of memorandum, every other person, who agrees in writing to become a member and whose name is entered in the register of members, is a member of the company
Registration of the name of a person as member of a company may result from any one of the following ways:
1.by application and allotment.
2.by transfe.
3.by succession.
4.agreement to be in writing.
3.membership by beneficial ownership:
Every person holding equity share capital of a company and whose name is entered as deemed to be a member of concerned company.
4.membership by qualification shares:
Before a person can be appointed a director of a public company, he must take, or sign an under taking to take and pay for the qualification shares.
WHO CAN BECAME A MEMBER
Any person who is comptent to contract( the Indian contract act, 1872) may became a member of a company. This is subject to the provisions of the memorandum and articles of a company.the articles may provide that certain persons cannot become members of the company.
Any person who is comptent to contract( the Indian contract act, 1872) may became a member of a company. This is subject to the provisions of the memorandum and articles of a company.the articles may provide that certain persons cannot become members of the company.
HOW TO BECAME A MEMBER?
A person may become a member of a company in the following ways
1.members by subscription
The subscribers to the memorandum of association of a company are deemed to have agreed to became its members.neither application nor allotment of shares is necessary.
2.membership by application and registration:
Apart from the subscribers of memorandum, every other person, who agrees in writing to become a member and whose name is entered in the register of members, is a member of the company
1.members by subscription
The subscribers to the memorandum of association of a company are deemed to have agreed to became its members.neither application nor allotment of shares is necessary.
2.membership by application and registration:
Apart from the subscribers of memorandum, every other person, who agrees in writing to become a member and whose name is entered in the register of members, is a member of the company
Registration of the name of a person as member of a company may result from any one of the following ways:
1.by application and allotment.
2.by transfe.
1.by application and allotment.
2.by transfe.
3.by succession.
4.agreement to be in writing.3.membership by beneficial ownership:Every person holding equity share capital of a company and whose name is entered as deemed to be a member of concerned company.
4.membership by qualification shares:Before a person can be appointed a director of a public company, he must take, or sign an under taking to take and pay for the qualification shares.
4.agreement to be in writing.3.membership by beneficial ownership:Every person holding equity share capital of a company and whose name is entered as deemed to be a member of concerned company.
4.membership by qualification shares:Before a person can be appointed a director of a public company, he must take, or sign an under taking to take and pay for the qualification shares.
WHO CAN BECAME A MEMBER
Any person who is comptent to contract( the Indian contract act, 1872) may became a member of a company. This is subject to the provisions of the memorandum and articles of a company.the articles may provide that certain persons cannot become members of the company.
Any person who is comptent to contract( the Indian contract act, 1872) may became a member of a company. This is subject to the provisions of the memorandum and articles of a company.the articles may provide that certain persons cannot become members of the company.
HOW TO BECAME A MEMBER?
A person may become a member of a company in the following ways
1.members by subscription
The subscribers to the memorandum of association of a company are deemed to have agreed to became its members.neither application nor allotment of shares is necessary.
2.membership by application and registration:
Apart from the subscribers of memorandum, every other person, who agrees in writing to become a member and whose name is entered in the register of members, is a member of the company
Registration of the name of a person as member of a company may result from any one of the following ways:
1.by application and allotment.
2.by transfe.
3.by succession.
4.agreement to be in writing.3.membership by beneficial ownership:Every person holding equity share capital of a company and whose name is entered as deemed to be a member of concerned company.
4.membership by qualification shares:Before a person can be appointed a director of a public company, he must take, or sign an under taking to take and pay for the qualification shares.
1.members by subscription
The subscribers to the memorandum of association of a company are deemed to have agreed to became its members.neither application nor allotment of shares is necessary.
2.membership by application and registration:
Apart from the subscribers of memorandum, every other person, who agrees in writing to become a member and whose name is entered in the register of members, is a member of the company
Registration of the name of a person as member of a company may result from any one of the following ways:
1.by application and allotment.
2.by transfe.
3.by succession.
4.agreement to be in writing.3.membership by beneficial ownership:Every person holding equity share capital of a company and whose name is entered as deemed to be a member of concerned company.
4.membership by qualification shares:Before a person can be appointed a director of a public company, he must take, or sign an under taking to take and pay for the qualification shares.
Rights and liabilities of share holders
RIGHTS AND LIABILITY OF MEMBERS
The rights of the members of a company may be grouped under the following rights of three heads.
1.statutory rights:
These are the rights which are conferred on the members by the companies act. These rights cannot be taken away or modified by any provision in the memorandum or articles.
2.documentory rights:
These are the rights are given to the members by the memorandum and the articles of association.
3.legal rights:
These are the rights which are given to members by the genral law.
Liability of members.
The liability of the members of a company depands on the nature of the company.
Company with unlimited liability.
Each member is liable in full for all the debts contracted by the company during the period he was a member.
Company limited by shares:
Each members is liable to pay the full nominal value of the shares held by him. If he has already paid a part of the amount on the shares,his liability is limited to the unpaid amount on the shares in respect of which he is a member.
Company limited by gurantee:
Each member is liable to contribute the amount guaranteed by him to be paid in the event of the winding up of the company.
The rights of the members of a company may be grouped under the following rights of three heads.
1.statutory rights:
These are the rights which are conferred on the members by the companies act. These rights cannot be taken away or modified by any provision in the memorandum or articles.
2.documentory rights:
These are the rights are given to the members by the memorandum and the articles of association.
3.legal rights:
These are the rights which are given to members by the genral law.
Liability of members.
The liability of the members of a company depands on the nature of the company.
Company with unlimited liability.
Each member is liable in full for all the debts contracted by the company during the period he was a member.
Company limited by shares:
Each members is liable to pay the full nominal value of the shares held by him. If he has already paid a part of the amount on the shares,his liability is limited to the unpaid amount on the shares in respect of which he is a member.
Company limited by gurantee:
Each member is liable to contribute the amount guaranteed by him to be paid in the event of the winding up of the company.
Rights and liabilities of share holders
RIGHTS AND LIABILITY OF MEMBERS
The rights of the members of a company may be grouped under the following rights of three heads.
1.statutory rights:
These are the rights which are conferred on the members by the companies act. These rights cannot be taken away or modified by any provision in the memorandum or articles.
2.documentory rights:
These are the rights are given to the members by the memorandum and the articles of association.
3.legal rights:
These are the rights which are given to members by the genral law.
Liability of members.
The liability of the members of a company depands on the nature of the company.
Company with unlimited liability.
Each member is liable in full for all the debts contracted by the company during the period he was a member.
Company limited by shares:
Each members is liable to pay the full nominal value of the shares held by him. If he has already paid a part of the amount on the shares,his liability is limited to the unpaid amount on the shares in respect of which he is a member.
Company limited by gurantee:
Each member is liable to contribute the amount guaranteed by him to be paid in the event of the winding up of the company.
These are the rights which are given to members by the genral law.
Liability of members.
The liability of the members of a company depands on the nature of the company.
Company with unlimited liability.
Each member is liable in full for all the debts contracted by the company during the period he was a member.
Company limited by shares:
Each members is liable to pay the full nominal value of the shares held by him. If he has already paid a part of the amount on the shares,his liability is limited to the unpaid amount on the shares in respect of which he is a member.
Company limited by gurantee:
Each member is liable to contribute the amount guaranteed by him to be paid in the event of the winding up of the company.
Rights and liabilities of share holders
RIGHTS AND LIABILITY OF MEMBERS
The rights of the members of a company may be grouped under the following rights of three heads.
1.statutory rights:
These are the rights which are conferred on the members by the companies act. These rights cannot be taken away or modified by any provision in the memorandum or articles.
2.documentory rights:
These are the rights are given to the members by the memorandum and the articles of association.
3.legal rights:
These are the rights which are given to members by the genral law.
Liability of members.
The liability of the members of a company depands on the nature of the company.
Company with unlimited liability.
Each member is liable in full for all the debts contracted by the company during the period he was a member.
Company limited by shares:
Each members is liable to pay the full nominal value of the shares held by him. If he has already paid a part of the amount on the shares,his liability is limited to the unpaid amount on the shares in respect of which he is a member.
Company limited by gurantee:
Each member is liable to contribute the amount guaranteed by him to be paid in the event of the winding up of the company.
3.legal rights:
These are the rights which are given to members by the genral law.
Liability of members.
The liability of the members of a company depands on the nature of the company.
Company with unlimited liability.
Each member is liable in full for all the debts contracted by the company during the period he was a member.
Company limited by shares:
Each members is liable to pay the full nominal value of the shares held by him. If he has already paid a part of the amount on the shares,his liability is limited to the unpaid amount on the shares in respect of which he is a member.
Company limited by gurantee:
Each member is liable to contribute the amount guaranteed by him to be paid in the event of the winding up of the company.
Securities market
SECURITIES MARKETSecurities market refers to both the place and the persons who deal with securities. It includes buyers and sellers of securities and agencies/ institutions which help in the buying and selling of securities of the government companies.
Securities market may include into two categories:
1.primary market.
2.secandary market.
Primary market is concerned with issue of new shares. Secandary market deals with resale of securities traded in primary market.
PRIMARY MARKET(new issues market):
‘Primary market’ denotes the market for new issues. It has no pysical existence. It is concerned with floatation and issues of new shares and debentures by new or existing companies.the shares are offered to the public.
Methods of share issues
METHODS OF NEW ISSUES
The company, which raises finance through new issues, may follow any of the follwing methods:
a)public issue.
b)offer for sale.
c)through intermediars
1.private placement.
2.sundry intermediars.
3.managing brokers.
d)underwritting.
e)rights issue.
1.Issue of prospectus:
A company which intends to raise finance from the public through can new issues, must be familiar to them. The company should have gained public intrest.
2.Application:
When a company issues the prospectus, the investors/ public may apply for the shares offered by the company.these application forms may be obtained from the brokers, bankers or lead managers who assist the company in the issue of new shares.
3.Allotment of shares:
On closing the subscription list, the company allot shares to the applicants. After allotment of shares, the allottees become the shareholders of a company. The allotment should may by the company only when it has received ‘minimum subscription’.
4.Regret letter:
After the allotment of shares, the allotment letters or share certificates be sent to the allottees with in a reasonable time, say, two months from the date of subscription closing list.
The company, which raises finance through new issues, may follow any of the follwing methods:
a)public issue.
b)offer for sale.
c)through intermediars
1.private placement.
2.sundry intermediars.
3.managing brokers.
d)underwritting.
e)rights issue.
PROCEDURE REGARDING NEW ISSUES:
1.Issue of prospectus:
A company which intends to raise finance from the public through can new issues, must be familiar to them. The company should have gained public intrest.
2.Application:
When a company issues the prospectus, the investors/ public may apply for the shares offered by the company.these application forms may be obtained from the brokers, bankers or lead managers who assist the company in the issue of new shares.
3.Allotment of shares:
On closing the subscription list, the company allot shares to the applicants. After allotment of shares, the allottees become the shareholders of a company. The allotment should may by the company only when it has received ‘minimum subscription’.
4.Regret letter:
After the allotment of shares, the allotment letters or share certificates be sent to the allottees with in a reasonable time, say, two months from the date of subscription closing list.
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