Some Common Company Laws


Perpetual Succession
On incorporation, a company acquires perpetual succession and a common seal as a mark of authenticity of its actions. Perpetual succession means that the company remains forever while members and staff come and go. The only process that could lead to its demise is the legal process of winding up. As Lord Green stated in Stepney Corporation V Osofsky (1937) 3 ALL ER, 289, a company once incorporated does not die but may only be killed.

Legal Actions
Once a company is incorporated, it exist under its own separate name. By virtue of its separate legal existence, it acquires the right to sue and be sued in its corporate name. Litigation by and against it is in its own name and judgment recovered against it will be executed against its property and not that of the members. See Ejekam V Devon Industries Ltd (1998) 1 NWLR PT. 534, 44-7. See also Ivory Merchant Bank Ltd V Makham Co Ltd (2002) 1 NWLR PT. 747,74.

Right to Own Property
From the separate and juristic personality of a company arises the right to acquire, own and dispose of its property as it deems fit. The property belongs to it and not to the directors or members. Thus its decision to own or dispose of property is not the prerogative of the members of the company. This is confirmed by the court in macaura V Northern Assurance Co Ltd (1935) AC, 615 where the court confirmed that members of a company have no insurable interest in its property as the property belongs to the company.


Limited Liability
This is one of the most profound effects of incorporation of a company. It means that once the company comes into existence, the shareholders will only be liable for its debts to the extent of the unpaid part of their shareholding in the company. Thus on the winding up of the company, the members cannot be called upon to bear its debts except to the extent of their liability for their shareholding. See UBA Plc V Orharhuge (2000) 2 NWWLR PT. 645,500.

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