The Concepts Of Separate Personality And Limited Liability In Company Law

The rule of company laws fundamental principles give chances to carry on as a separate personality which is distinct that of its shareholders was created by the House of Lords in the case of Solomon v Solomon & co in the year 1987, and it will be then referred as the Solomon’s principle. Solomon who was a leather merchant converted his business to a Limited company known as Solomon & Co. all the ownership and the control of the operations was held by Solomon itself.

He attacks Friedman selective choice of legal realities that help prove his stance and discarding of those that do otherwise as mere “legal fictions”. In that, Denning disputes that Friedman rests his arguments on legal realities such as the law of agency, and dismisses another legal reality – the corporation – for the sake of illustrating how the corporation’s money belongs to its stockholders, customers, and employees but not the real legal owner – the organisation itself. Instead of providing a balanced argument on the legal definitions of terms “corporations” and “agency”, Denning’s stance is mainly concerned with how Friedman conveniently chooses legal facts that only provide backing to his conclusions, instead of tackling these core terms to help support his own argument.

The thesis deals with the above concepts and discusses how the Companies Act 71 of 2008 (the Act) modified the law, particularly, by extending the legal capacity of a company and extinguishing or modifying the above rules which had previously restricted a company's ability

Courts use a legal fiction of treating corporations as artificial persons in order to allow the law to apply to corporations as a whole. This concept actually began with ancient Rome, where a business was considered to be a single, non-human body made up of many people. In the United States, being treated as an artificial person means that corporations have many of the same duties, responsibilities and protections as

This paper describes the impact of the decision made in the case of Tesco Stores Ltd v Brent LBC on the law and its effects on the corporate world, and the comparison between the doctrine of vicarious liability that it outlines and the doctrine of identification that was used earlier to determine the liability of corporations in cooperate crime.

There are three theories of liability direct, vicarious, and enterprise. Direct liability has four types that are direct one of which is the principle in the 1st degree aka "the Perpetrator" which is someone who committed the crime willing on his own accord. The second is the principle in the 2nd degree aka "the Accomplice" which is someone who assisted the assailant with the delegation of the crime while also wanting to commit the crime at the same time he/she is also present during the scene of the crime. An accessory before the Fact is not present in the area of where the crime was committed, but helped by either counseling, encouraging, or urging the delegation of a crime. The Pinkerton Rule states that all accessories are liable for predictable actions that lead to being criminalized hence the violation of the criminal agreement. Even if the accomplice is not present at the scene of a committed felony crime they are still guilty. The two aspects are the specific resolve towards committing the crime the aiding of crime or encouragement towards the committing of a crime. A death penalty is only ever enforced on those who have committed the murder. The next type is the accessory after the fact which is someone who knows he/she has committed a crime and still aid with disturbing the case like hiding the assailant away from the police for example. They will also be charged with the felony since they know they committed the crime. Relations like with family is a type of

The court’s interpretation of the law is the key aspect of this case as it will determine whether the companies’ activities are legal or

Choosing a Corporation/Company Structure - the business structure of a company/ corporation is highly recommended, it has the flexibility to gain more capital, or credit capability and assets used as security. Based on the Corporation Act 2001 (Cth) AC 22, a corporation is another legal entity with their own legal rights, duties and responsibilities separate to the individual or owner of the company (Harris, Hargovan & Adams, 2013, pp 229). The risk and consequences are one of the principal considerations of choosing a company structure (Harris, Hargovan & Adams, pp 50). Based on the “Corporate Veil” Liability is owned by a separate legal entity and not to the extent of the owner, for instance, the debt of the company is not a personal liability, but the company. This is further explained in the case below.

Although doctrine of separate legal entity has the greatest importance in company law, it contains weaknesses that could be arguable. Professor Kahn-Freund described the doctrine as “calamitous” because it arise many issues, such as “How is it possible to check the one-man company and other abuse of company law?” Separate legal entity is inadequate for complex problems .

The concept of a company being a separate legal entity is the most striking illustration in separating the company from its owners. A paramount principle of corporate law is that no shareholder or member of a company is made liable for the obligations incurred by such incorporations A company is different from its members in the eyes of law. In continuations to this the opposite also holds true in the sense that neither can the company be held liable for the acts of its members. It is a fundamental distinction that a company is distinct from its members.

When providing the distinction between the above charges the two stage process of legal characterization developed in Agnew must be applied by the English courts. The object of the first stage of the process is to ascertain the nature of the rights and obligations which the parties intended to grant each other in respect of the charged assets. Once these have been ascertained, the Court can then embark on the second stage of the process, which is one of categorization and designed to attribute the correct legal label to the package of rights and obligations. Lord Millett’s reasoning has been approved by the House of Lords in Re Spectrum in which emphasis was given to the freedom of the company to deal with the assets in the ordinary course of business rather than the two first criteria focusing on the nature of the secured assets.

There is no clear framework of the rules that would cover the contingencies of a ruling to pierce the corporate veil Idoport Pty Ltd v National Australia Bank Ltd. The corporate Veil usually protects owners and shareholders from being held liable for corporate duties. Yet again a decision made by the court to lift that veil and would place the liability on shareholders, owners, administrators, executives and officers of the company without ownership interest. The purpose of this essay is to conduct an analysis on the concept of lifting the corporate veil and to review the different views on its fairness and equitability to present a better understanding of the notion, the methods used was throughout researching the numerous scholars views on the subject, case law and statutes examples, and the evidence provided by the empirical study of Ramsay & Noakes. When we discuss the lifting the corporate veil the first case that pops out is the case of Salomon V A. Salomon & Co Ltd, since the decisions of applying the corporate veil were first formed as a consequence of this case. The idea covers all of company law and distinguishes that a company is a separate legal entity from its members and directors. Furthermore, spencer (2012); have indicated that one of the core principles that followed the decision in Salomon v Salomon was the wide acceptance one man company’s. However In order to form a

the corporate veil, as well as the principles of limited liability and the corporate personality. There are varying circumstances under which courts can pierce the veil of incorporation which making of some decisions on the same. It should be noted that all companies in the United Kingdom must be registered as well as be incorporated under the Companies Act. This act determines the principle of limited liability and therefore, giving the shareholders and the owners a curtain which is against a liability from company 's creditors. This is helpful especially when the company falls into troubles related to finances. After this curtain has been created, the company is given a separate legal personality (Rudorfer 2009). This ensures the company 's ability to sue as well as being been sued in its own right. In this case, the only loss that the company 's shareholders and creditors can go through is by the shares held in the company based on the liquidation but without any effect on the assets held individually.

The decision of Salomon v. Salomon which brought about the doctrine of separate legal personality is one which has evolved over time. Over a century and still counting, the principle illustrated in Salomon, courts have are still reluctant in placing limitations on corporate personality and rejecting other approaches which pose as a greater challenge to the doctrine . From time immemorial, judicial history, lawyers and judges have reiterated that the doctrine of corporation is an intangible legal entity, without the body and soul. In Athanasian terms, the orthodox doctrine of corporation as a legal person, separate and distinct from the personality of the members who compose it, has been defined and propagated .

Corporation origin from the Latin word Corpus which means body. It is formed by a group of people and has separate rights and liability from those individual. In any means, corporation exists independently from its owner and this principle is called the doctrine of separate personality. Doctrine of separate personality is the basic and fundamental principle in a Company Law. This principle outline the legal relationship between company and its members. Company’s assets belong to the company not the shareholders as assets are the equity for creditors. Company must use up all its assets to pay off the creditors if it became insolvent. The same applies to the corporation’s debts. For limited liabilities company, the shareholder liability is limited which means that the shareholder is restricted to the number of shares they paid and not personally liable for the corporation’s debts. If the company does not have enough equity to pay off debts, the creditors cannot come after the shareholders. However, limited liability company can be very powerful when in hands who do fraud and on defeating creditors’ claims. Courts then can ignore the doctrine for exception cases and lifting the corporate veil. Lifting the corporate veil is a situation where courts put aside limited liability and hold a corporation’s shareholders or directors personally liable for the corporation’s debts.