Commercial Applications
"A Joint Stock Company is said to be an artificial person created by law, having a separate entity with a perpetual succession and a common seal." Explain with the help of examples.
Joint Stock Company
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Answer
The statement highlights three important features of a joint stock company — it is an artificial person, has separate legal entity with perpetual succession, and possesses a common seal.
1. Artificial Person Created by Law
A company is an artificial person created by law having no physical body of a natural human being. It exists only in the contemplation of law. Unlike a natural person, it cannot eat, walk, talk, or sign documents. Yet, it can own property, enter into contracts, sue and be sued in its own name.
Example: Reliance Industries Ltd. is an artificial legal person. It can purchase factories, machinery, and raw materials in its own name. It can enter into contracts with suppliers and customers, even though Reliance itself has no physical body — it acts through directors, managers and employees.
2. Separate Legal Entity
A company has a distinct legal entity independent of its members. It can own property, make contracts and file suits in its own name. Shareholders are not the joint owners of the company's property. There can be contracts between a company and its members but a creditor of the company is not a creditor of its members.
Example: This principle was established in the famous case of Salomon vs. Salomon and Co. Ltd. Salomon formed a company which acquired his own shoe business. He took all the shares except six shares which he distributed among his wife, daughter and four sons. Salomon also purchased some debentures of the company which gave him a charge over its assets. At the time of winding up, the company's assets were not sufficient enough to pay its debts. The creditors of the company (other than Salomon) argued that their debts should be cleared before paying Salomon for his debentures because Salomon and the company were one and the same person. The court decided that after incorporation, Salomon and Co. had an identity separate from Salomon even though he owned virtually all the shares in the company.
3. Perpetual Succession
A company is a creation of the law and only the law can bring an end to its existence. Its life does not depend on the life of its members. The death, insolvency or lunacy of members does not affect the life of a company. It continues to exist even if all its members die. Members may come and go but the company goes on until it is wound up.
Example: Tata Iron and Steel Co. (now Tata Steel) was founded in 1907 by Jamsetji Tata. Even though the original founders and many generations of shareholders have passed away, the company continues to exist and operate to this day. Ownership of the company has changed many times through transfer of shares but the company itself has continued without interruption.
4. Common Seal
Being an artificial entity, a company cannot act and sign itself. Therefore, it acts through human beings. All the acts of the company are authorised by its common seal. The common seal is affixed on all important documents as a token of the company's approval. The common seal is the official signature of the company. Any document which does not bear the common seal of the company is not binding on the company.
Example: When a company like Hindustan Unilever Ltd. issues share certificates to its shareholders, enters into important contracts, or executes property deeds, these documents bear the common seal of the company. The seal indicates that the action has been officially approved by the company.
Thus, the statement correctly describes the unique nature of a joint stock company as an artificial person with its own identity, continuous existence and official signature.
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