Under the Companies Act, 2013, a company is recognized as a legal entity distinct from its members. One of its most significant features is that it enjoys a separate legal identity, meaning it can own property, enter into contracts, sue, and be sued in its own name. Another key characteristic is limited liability, where the liability of the shareholders is restricted to the amount unpaid on their shares, protecting their personal assets.
A company also enjoys perpetual succession, meaning its existence is not affected by the death, insolvency, or resignation of its members; it continues to exist irrespective of changes in ownership or management. It owns its property independently, and the shareholders have no direct rights over the company’s assets.
Shares of a public company are freely transferable, allowing shareholders to transfer ownership without affecting the company’s existence. While the use of a common seal has become optional under the 2013 Act, it still acts as an official signature if adopted by the company.
Being an artificial legal person created by law, a company cannot act on its own and must operate through human agents like directors and officers. It is governed by a detailed legal and regulatory framework that includes maintaining statutory records, holding meetings, filing returns, and complying with audit requirements. These features collectively define the structure and identity of a company under the Act.
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