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Page 29

CHAPTER 4
REGISTRATION OF A COMPANY

Jubilee Cotton Mills, Ltd. v. Lewis, [1924] A. C. 958. The memorandum and articles of the company were delivered to the Registrar for registration on the 6th January. On the 8th January the Registrar issued the certificate of incorporation, and dated it 6th January. On the 6th January and before the certificate was issued, the company allotted shares to L. Held, the certificate of incorporation was conclusive as to the date on which the company was incorporated and consequently the allotment of shares to L. was not void on the ground that it was made before the company was incorporated.

EFFECT OF REGISTRATION
From the date of incorporation the members of the company form a body corporate by the name contained in the memorandum, capable of exercising all the functions of an incorporated company, and having perpetual succession and a common seal (s. 13). A public company, however, cannot carry on business until some further requirements are complied with (s. 109).
A company on becoming registered is a legal person separate and distinct from its shareholders.

Salomon v. Salomon & Co., Ltd., [1897] A. C. 22. S. had for many years carried on business as a boot manufacturer. His business was solvent, and he sold it to a company, receiving debentures in part payment. The shareholders of the company were S.'s wife and children, who had one share each, and S., who held all the remaining shares. The company eventually went into liquidation. The assets were insufficient to pay the debentures in full, and the ordinary creditors, amounting to £7,000, received nothing. The liquidator sought to have the debentures cancelled on the ground that the company was only an agent for S. Held, the company had a legal existence of its own and could validly grant the debentures to S.
" The company is at law a different person altogether from the subscribers to the memorandum; and, though it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or trustee for them. Nor are the subscribers as members liable, in any shape or form, except to the extent and in the manner provided by the Act."-Per Lord Macnaghten.

This means that the property of the company belongs to the company itself and not to the individual shareholders. Accordingly the managing director, even if he owns all the shares except one, cannot lawfully pay cheques payable to the company into his own banking account or draw cheques for his own purposes upon the company's banking account. It also means that the company's debts are the obligations of the company alone and cannot be enforced against individual shareholders, however many shares they may own.
This principle of the independent corporate existence of the company is of the greatest importance in company law. It is this which distinguishes it from a partnership, which has no separate legal existence, but is merely the association of two or more persons carrying on business together. In a partnership, the property of the firm belongs to the

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where is HTML where is HEAD where is TITLE Jubilee Cotton Mills, Ltd. v. Lewis, [1924] A. C. 958. what is memorandum and articles of what is company were delivered to what is Registrar for registration on what is 6th January. On what is 8th January what is Registrar issued what is certificate of incorporation, and dated it 6th January. On what is 6th January and before what is certificate was issued, what is company allotted shares to L. Held, what is certificate of incorporation was conclusive as to what is date on which what is company was incorporated and consequently what is allotment of shares to L. was not void on what is ground that it was made before what is company was incorporated. EFFECT OF REGISTRATION From what is date of incorporation what is members of what is company form a body corporate by what is name contained in what is memorandum, capable of exercising all what is functions of an incorporated company, and having perpetual succession and a common seal (s. 13). A public company, however, cannot carry on business until some further requirements are complied with (s. 109). A company on becoming registered is a legal person separate and distinct from its shareholders. Salomon v. Salomon & Co., Ltd., [1897] A. C. 22. S. had for many years carried on business as a boot manufacturer. His business was solvent, and he sold it to a company, receiving debentures in part payment. what is shareholders of what is company were S.'s wife and children, who had one share each, and S., who held all what is remaining shares. what is company eventually went into liquidation. what is assets were insufficient to pay what is debentures in full, and what is ordinary creditors, amounting to £7,000, received nothing. what is liquidator sought to have what is debentures cancelled on what is ground that what is company was only an agent for S. Held, what is company had a legal existence of its own and could validly grant what is debentures to S. " what is company is at law a different person altogether from what is subscribers to what is memorandum; and, though it may be that after incorporation what is business is precisely what is same as it was before, and what is same persons are managers, and what is same hands receive what is profits, what is company is not in law what is agent of what is subscribers or trustee for them. Nor are what is subscribers as members liable, in any shape or form, except to what is extent and in what is manner provided by what is Act."-Per Lord Macnaghten. This means that what is property of what is company belongs to what is company itself and not to what is individual shareholders. Accordingly what is managing director, even if he owns all what is shares except one, cannot lawfully pay cheques payable to what is company into his own banking account or draw cheques for his own purposes upon what is company's banking account. It also means that what is company's debts are what is obligations of what is company alone and cannot be enforced against individual shareholders, however many shares they may own. This principle of what is independent corporate existence of what is company is of what is greatest importance in company law. It is this which distinguishes it from a partnership, which has no separate legal existence, but is merely what is association of two or more persons carrying on business together. In a partnership, what is property of what is firm belongs to what is where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 29 where is strong CHAPTER 4 REGISTRATION OF A COMPANY where is p align="justify" Jubilee Cotton Mills, Ltd. v. Lewis, [1924] A. C. 958. what is memorandum and articles of what is company were delivered to what is Registrar for registration on what is 6th January. On what is 8th January what is Registrar issued what is certificate of incorporation, and dated it 6th January. On what is 6th January and before what is certificate was issued, what is company allotted shares to L. Held, what is certificate of incorporation was conclusive as to what is date on which what is company was incorporated and consequently what is allotment of shares to L. was not void on what is ground that it was made before what is company was incorporated. EFFECT OF REGISTRATION From what is date of incorporation what is members of what is company form a body corporate by what is name contained in what is memorandum, capable of exercising all what is functions of an incorporated company, and having perpetual succession and a common seal (s. 13). A public company, however, cannot carry on business until some further requirements are complied with (s. 109). A company on becoming registered is a legal person separate and distinct from its shareholders. Salomon v. Salomon & Co., Ltd., [1897] A. C. 22. S. had for many years carried on business as a boot manufacturer. His business was solvent, and he sold it to a company, receiving debentures in part payment. what is shareholders of what is company were S.'s wife and children, who had one share each, and S., who held all what is remaining shares. what is company eventually went into liquidation. what is assets were insufficient to pay what is debentures in full, and what is ordinary creditors, amounting to £7,000, received nothing. what is liquidator sought to have what is debentures cancelled on what is ground that what is company was only an agent for S. Held, what is company had a legal existence of its own and could validly grant what is debentures to S. " what is company is at law a different person altogether from what is subscribers to what is memorandum; and, though it may be that after incorporation what is business is precisely what is same as it was before, and what is same persons are managers, and what is same hands receive what is profits, what is company is not in law what is agent of what is subscribers or trustee for them. Nor are what is subscribers as members liable, in any shape or form, except to what is extent and in what is manner provided by what is Act."-Per Lord Macnaghten. This means that what is property of what is company belongs to what is company itself and not to what is individual shareholders. Accordingly what is managing director, even if he owns all what is shares except one, cannot lawfully pay cheques payable to what is company into his own banking account or draw cheques for his own purposes upon what is company's banking account. It also means that what is company's debts are what is obligations of what is company alone and cannot be enforced against individual shareholders, however many shares they may own. This principle of what is independent corporate existence of what is company is of what is greatest importance in company law. It is this which distinguishes it from a partnership, which has no separate legal existence, but is merely what is association of two or more persons carrying on business together. In a partnership, what is property of what is firm belongs to what is where is Server.Execute("_SiteMap.asp") %

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