It was the ‘one-man company’ case, in that it concerned the limited liability status of a business owned and managed by a single individual prior to incorporation (see [Comment] 1896, 1897). As Lindley LJ noted in the Court of Appeal (Salomon v A.

The landmark case of Salomon v A. Salomon and Company [1897] A.C. 22 saw the House of Lords firmly uphold the principle of separate corporate personality which has been the starting point for any discussion on the topic ever since. Mr Salomon controlled a boot-making business as a sole trader.

Salomon v Salomon is the leading case which laid down the principle of the Corporate veil. It is a landmark judgment in UK Company Law case which firmly upheld the Doctrine of Corporate personality as a separate legal entity and thus the shareholders can’t be personally liable for the insolvency of the company.

The Salomon principle provides that a company is essentially regarded as a legal person separate from its directors, shareholders, employees and agents. This means as a separate legal entity, a company can be sued in its own name and own assets separately from its shareholders.

Under the Companies Act 1862 (no longer valid) a company required a minimum of seven members. The members of A Salomon & Co Ltd was Mr Salomon himself, Mrs Salomon and his five children. Mr Salomon held 20,000 shares whereas the other 6 shareholders had 1 share each.

Salomon & Co Ltd in which the House of Lord held that there is a separation of liability between a company and its shareholders, so the shareholders of a company can not be sued for the failure or liability of its company other than their participation.

As has been noted, a key feature of the company is that it is a legal person with a separate existence from the company’s members (i.e. shareholders where the company has shares) or its directors. From this separate personality flow many consequences.

Number of Members: In case of private companies, the maximum limit has been increased by the new Companies Act, 2013 from 50 to 200. There is however no maximum limit on the no. of members in a public company. The minimum number of members in case of a public company is seven and in case of a private company is 2.

The principle established in Salomon vs. Salomon & Co Ltd has stood the test of time, given that this doctrine has formed the basis of company law (Puig 2000). As noted in Salomon’s case, a company is at law a legal entity separate from its members and can neither be an agent nor a trustee of the subscribers.

(vi) Perpetual Existence: In company law, perpetual succession is the continuation of a corporation’s or other organization’s existence despite the death, bankruptcy, insanity, change in membership or an exit from the business of any owner or member, or any transfer of stock,etc. of the company.

Corporate Formation: A Beginning, With or Without an End When this happens, the corporation exists until its owners, the shareholders, decide to end it. After all, the corporation is owned by the shareholders. For this reason, such a corporation is considered to have perpetual or ever-lasting existence.

In company law, perpetual succession is the continuation of a corporation’s or other organization’s existence despite the death, bankruptcy, insanity, change in membership or an exit from the business of any owner or member, or any transfer of stock, etc.

In general, Common Seal means a metal stamp for stamping documents with the name of the company to show that they have been approved officially. There is no definition prescribed under the Companies Act, 1956 and Companies Act, 2013.

A company is essentially an artificial person—also known as corporate personhood—in that it is an entity separate from the individuals who own, manage, and support its operations. Companies are generally organized to earn a profit from business activities, though some may be structured as nonprofit charities.

Types of Companies

• Companies Limited by Shares.
• Companies Limited by Guarantee.
• Unlimited Companies.
• One Person Companies (OPC)
• Private Companies.
• Public Companies.
• Holding and Subsidiary Companies.
• Associate Companies.