Summary of Companies Act 2013 CA Foundation Business Laws One Shot | CA Gurpreet Singh 📚

Summary of the Video: "Companies Act 2013 CA Foundation Business Laws One Shot | CA Gurpreet Singh"

Overview

This extensive lecture by CA Gurpreet Singh covers foundational concepts of the Companies Act 2013 relevant for CA Foundation Business Laws. It is designed as a comprehensive one-shot session, explaining key legal principles, definitions, features, and procedures related to companies under Indian law. The lecture includes explanations of important doctrines, case laws, company formation steps, and documents like Memorandum of Association (MOA) and Articles of Association (AOA).

Main Ideas, Concepts, and Lessons

1. Why Companies Are Formed

Companies are artificial persons created by law to solve problems related to business continuity and liability.
Unlike natural persons, companies have perpetual succession (they continue despite death of members/directors).
Companies have limited liability, protecting personal assets of shareholders.
Formation and dissolution of companies follow legal procedures: Incorporation and Winding Up.

2. Features of a Company

Separate Legal Entity: Company is distinct from its shareholders and directors.
Perpetual Succession: Company continues irrespective of changes in membership or management.
Limited Liability: Liability of members is limited to their share capital or guarantee amount.
Artificial Legal Person: Created by law, companies have rights similar to individuals but cannot perform certain human acts (e.g., marriage).
Common Seal: Official signature of the company; optional after 2015 amendment.

3. Illustrative Examples

Comparison between sole proprietorship and company to explain limited liability.
Case law examples such as Quora vs Northern Assurance and Salomon vs Salomon & Co Ltd to demonstrate separate legal entity and limited liability.
Explanation of corporate veil (corporate veil lifting) and exceptions where courts may disregard the company’s separate personality.

4. Lifting the Corporate Veil (Corporate Wheel)

General rule: Company and members are separate.
Exceptions where veil can be lifted:
- Trading with enemy
- Tax evasion
- Fraud or improper conduct
- Subsidiary companies used to evade law
- Avoiding legal obligations/duties
Case laws discussed include Salomon’s case, Guilford Motors vs Harney, and others illustrating veil lifting.

5. Company Formation and Incorporation

Types of companies: Public, Private, One Person Company (OPC).
Minimum and maximum number of members and directors for each type.
Procedure involves filing Spice Plus (INC-32) form with Registrar of Companies (ROC).
Required documents include Memorandum of Association (MOA), Articles of Association (AOA), declarations by directors and subscribers.
Certificate of Incorporation issued by ROC marks the birth of the company.
Importance of promoters and their roles clarified.

6. Memorandum of Association (MOA)

Charter document of the company.
Contains key clauses:
- Name clause
- Registered office clause
- Object clause (main and incidental objects)
- Liability clause (limited or unlimited)
- Capital clause (authorized share capital)
- Subscription clause (names and shares of subscribers)
- Nominee clause (especially for OPC)
MOA defines the scope of company’s activities and powers.
Public document accessible via MCA website.

7. Articles of Association (AOA)

Internal rules and regulations governing company management.
Covers share capital, meetings, voting rights, dividends, board of directors, and more.
Contains 91 points (Table F format for companies limited by shares).
Can be altered by passing a Special Resolution.
Contains provisions on entrenchment to protect certain clauses from easy amendment.

8. Resolutions

Ordinary Resolution: More than 50% votes in favor.
Special Resolution: At least 75% votes in favor (or three times the votes against).
Used for decisions like amendments in MOA/AOA.

9. Important Doctrines

Doctrine of Constructive Notice:
- Assumes all persons dealing with the company have knowledge of its public documents (MOA, AOA).
- Ignorance is not a defense.
Doctrine of Ultra Vires:
- Acts beyond the powers defined in MOA are void.
- Contracts outside the scope of MOA cannot be enforced.
- Changes in MOA needed before engaging in new activities.
- Distinction between ultra vires acts of company, MOA, AOA, and directors.
- Case law: Ashbury Railway Carriage & Iron Company Ltd vs Riche explained ultra vires concept.

10. Penalties and Legal Consequences

False or incomplete information during incorporation can

Notable Quotes

— 78:38 — « Name is lifting off corporate wheel, lifting off corporate wheel i.e. the curtain of the corporate wheel. Picking up means what does the general rule say, son? The general rule speaks: Company apart, Members different companies, different members, this is the general rule. »

— 232:20 — « This is the doctrine of constructive notice. It says that we will assume that Mr. X has read all public documents of the company before entering into this contract. »

— 241:57 — « That's a void contract. That is why the company is dependent on the root and the root is dependent on the company. I can't do it. Sue I can't do it because ultra vires contracts are not legally enforceable. »

— 243:38 — « The correct method is: if you want to do something that is not allowed in the memorandum, then first change the memorandum. Change the Memorandum of Association first, then continue doing the same contract which was made earlier. »

— 261:00 — « The interpretation you gave is absolutely ridiculous. This is a ridiculous interpretation, this harms the company. The purpose of the object clause itself is defeated. »