1. SECRETARIAL PRACTICES
Mr. VINOTH KUMAR. J
Assistant Professor,
Department of Commerce,
St. Joseph’s College (Autonomous),
Tiruchirappalli –

2. COMPANY - MEANING
The word ‘Company’ has been derived from the Latin word made from two words i.e. Com and panies. The word ‘com’ in Latin means ‘with or together’ and the word ‘panies’ in Latin means ‘bread’. Hence, a company meant an association of persons who took their meal together.

3. COMPANY - MEANING
In legal sense, a company is an association of both natural and artificial persons incorporated under the existing Law of a country. In simple words, it is an artificial person created by Law.

4. COMPANY - DEFINITION
Lord Justice Lindley, “A company is meant an association of many persons who contribute money or money’s worth to a common stock and employ it in some trade or business, and who share the profit and loss (as the case may be) arising there from. The common stock contributed is denoted in money and is the capital of the company. The persons who contribute it, or to whom it belongs, are members. The proportion of capital to which each member is entitled is his share. Shares are always transferable although the right to transfer them is often more or less restricted”.

5. CHARACTERISTICS/FEATURES OF A COMPANY
Characteristics of a Company
Separate Legal Entity
Limited Liability
Separate Property
Transferability of Shares
Perpetual Existence
Common Seal
Capacity to Sue

6. 1. SEPARATE LEGAL ENTITY
Section 9 of the companies Act says that on registration, the association of persons becomes body corporate by the name contained in the memorandum.
In the eyes of Law it is a person distinct from its members
It can own and Transfer Property
It can enter into Contracts
It can Sue and be Sued in its own name.

7. 2. LIMITED LIABILITY
The company being a separate person, its members are not as such liable for its debts. In the case of a company Limited by shares, the liabilities of its members are limited to the nominal value of shares held by them. Thus, if the shares are fully paid-up, their liability will be nil.

8. 3. SEPARATE PROPERTY
The property of the company is not the property of the shareholders. It is the property of the company. A change in membership does not affect in way the property of the company.

9. 4. TRANSFERABILITY OF SHARES
The shares of a public company are freely transferable. The shares are transferable in the manner provided by the Articles of Association. A member can sell his shares in the Stock Exchange and realise the money invested by him.

10. 5. PERPETUAL EXISTENCE
A company is independent of the lives of its members. Hence the death, insolvency or retirement of its members leaves the company unaffected. As Lord Gower said, “Members may come and go but the company can go on forever”.

11. 6. COMMON SEAL
A company is working through its directors, officers and other employees.
Common Seal is the official signature of a company.
A common seal is required to be affixed on the following documents.
Power of Attorney
Share Certificate
Share Warrant

12. 7. CAPACITY TO SUE
A company can sue and be sued in its name. Any legal proceeding against the company are to be instituted in its own name. A company may bring an action against anyone in its own name.

13. Thank You