What is a company?
The word ‘company’ has no strictly technical or legal meaning (Stanley, Re [1906] 1 Ch. 131). It may be described to imply an association of persons for some common object or objects. The purposes for which people may associate themselves are multifarious and include economic as well as non-economic objectives. But, in common parlance, the word ‘company’ is normally reserved for those associated with economic purposes, i.e., to carry on a business for gain.
Used in the aforesaid sense, the word ‘company’, in simple terms, maybe described to mean a voluntary association of persons who have come together for carrying on some business and sharing the profits therefrom.
Indian Law provides two main types of organizations for such associations:
‘partnership’ and
‘company’.
Although the word ‘company’ is colloquially applied to both, the statute regards companies and company law as distinct from partnerships and partnership law. Partnership Law in India is codified in the Partnership Act, 1932, and Limited Liability Partnership Act, 2008. Both these legislations are based on the law of agency, each partner becoming an agent of the other(s), and it, therefore, affords a suitable framework for an association of a small body of persons having trust and confidence in each other.
A more complicated form of association, with a large and fluctuating membership, requires a more elaborate organization which ideally should confer corporate personality on the association, that is, should recognize that it constitutes a distinct legal person, subject to legal duties and entitled to legal rights separate from those of its members. This can be obtained easily and cheaply by registering an association as a company under the Act.
It should be noted that the Act even allows a company to be formed and registered for the promotion of commerce, art, science, sports, religion, or charity, etc., for purposes other than profit-making.
In this article, we shall limit our scope of study only to companies registered under the Companies Act, 2013 or under any of the earlier Companies Acts.
. Definition of a company
The Act does not define a company in terms of its features.
Section 2(20) of the Companies Act, 2013 defines a company to mean a company incorporated under this Act or under any previous company law.
This definition does not clearly point out the meaning of a company. In order to understand the meaning of a company, let us see the definitions as given by some authorities.
Some popular definitions of a company
Lord Justice Lindley – “A company is an association of many persons who contribute money or monies worth to common stock and employed in some trade or business and who share the profit and loss arising therefrom. The common stock so contributed is denoted in money and is the capital of the company. The persons who contribute to it or to whom it pertains are members. The proportion of capital to which each member is entitled is his share. The shares are always transferable although the right to transfer is often more or less restricted.”
Chief Justice Marshall – “A corporation is an artificial being, invisible, intangible, existing only in contemplation of the law. Being a mere creation of law, it possesses only the properties which the Charter of its creation confers upon it, either expressly or as incidental to its very existence.”
Prof. Haney – “A company is an artificial person created by law, having separate entity, with a perpetual succession and common seal.”
The above definitions clearly bring out the meaning of a company in terms of its features. A company to which the Companies Act applies comes into existence only when it is registered under the Act. On registration, a company becomes a body corporate i.e., it acquires a legal personality of its own, separate and distinct from its members. A registered company is, therefore, created by law and law alone can regulate, modify or dissolve it.
In G.V. Pratap Reddy Through G.P.A. TSR Research (P.) Ltd. v. K.V.V.S.N. Associates [2016] 70 taxmann.com 34 (SC), the Supreme Court of India held that where notice inviting tender (NIT) by the State of Telangana required that bidder must be an individual/company, word company in NIT could only mean a company as understood under Companies Act and cannot be read to include a firm and, therefore, bid of the respondent which was neither an individual nor a company but a firm was rightly rejected by State.
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