Reference may be made to the essential
features of a corporation. A corporation has in law a different
existence and personality from that of its members or shareholders.
Its personality is fictitious . The incorporation of a firm bring
about a fundamental change in its legal position. It comes to be
invested with a personality with its own. The distinction between a
corporation and its members is fundamental.
The property of a
corporation is not considered to be the property of the shareholders.
No shareholder can claim that a particular part of the property of a
corporation belongs to him. Likewise, corporation can not lay any
claim to the properties of a shareholder. The shareholders of a
corporation may be perfectly solvent but the corporation may become
insolvent.
As a corporation has a separate personality and existence
of its own, there is no difficulty in a member entering into a
contract with the corporation. A corporation can survive the last of
its members. It does not die with the death of its shareholders. The
law of a country lays down the conditions according to which a
corporation can be brought into existence and also ended.
The
successor of a shareholder does not become a shareholder. He has to
get himself registered as such. If he does not do so , he does not
automatically become a shareholder. It is possible that one
shareholder may purchase all the shares of the rest of the
shareholders. In this way he can become as the sole shareholder. In
case he dies and his successor or successors do not register
themselves as shareholders , the company continues to exist even
without a shareholder.
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