3. Corporate personality

Company Law ◽  
2018 ◽  
Author(s):  
Brenda Hannigan
Keyword(s):  
Fundamental Principle ◽  
Company Law ◽  
House Of Lords ◽  
Corporate Personality

This chapter discusses the concept of personality. This fundamental principle of company law was established by the House of Lords in Salomon v Salomon & Co Ltd. However, there is a discretionary jurisdiction whereby, in a variety of circumstances, the court may disregard or pierce or lift the corporate veil and look to those controlling the entity.

3. Corporate personality

2021 ◽  
pp. 35-56
Author(s):  
Brenda Hannigan
Keyword(s):  
Fundamental Principle ◽  
Company Law ◽  
Legal Entity ◽  
Legal Personality ◽  
Corporate Groups ◽  
House Of Lords ◽  
Parent Companies ◽  
Corporate Personality ◽  
Do So

This chapter discusses the concept of corporate legal personality. This fundamental principle of company law—that the company on incorporation becomes a separate legal entity in its own right—was established by the House of Lords in Salomon v Salomon & Co Ltd. The Salomon principle and its consequences for individual companies and for groups of companies are considered. In limited circumstances, the court may disregard or pierce or lift the corporate veil and the narrow jurisdiction to do so is explained. The chapter also considers corporate groups in the light of Salomon, particularly with regard to the liability of parent companies for the actions of subsidiary companies.

Corporate Personality

2021 ◽  
pp. 37-47
Author(s):  
Eva Micheler
Keyword(s):  
Third Parties ◽  
Company Law ◽  
Organizational Boundaries ◽  
Legal Personality ◽  
Corporate Form ◽  
Organizational Action ◽  
To Come ◽  
A Company ◽  
Corporate Personality

This chapter discusses how separate legal personality can be explained as a solution developed by company law to address the problem that organizations are social rather than brute facts. For a company to come into existence, certain documents need to be registered. These contain information that facilitates the interaction between the company and third parties. Registration as a company then gives an organization a public legal manifestation. The Companies Act does not limit the corporate form to organizational action. The corporate form can therefore be used for other purposes and organizational boundaries do not align with legal personality. But this does not undermine the observation that company law is designed for the operation of organizations.

Concentrate Questions and Answers Company Law

2020 ◽  
Author(s):  
Imogen Moore
Keyword(s):  
Undergraduate Students ◽  
Minority Shareholder ◽  
Company Law ◽  
Expert Advice ◽  
Share Capital ◽  
Questions And Answers ◽  
Corporate Liability ◽  
A Company ◽  
Corporate Personality ◽  
Experienced Examiner

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes: typical questions; suggested answers with commentary; illustrative diagrams; guidance on how to develop your answer; key debates; suggestions for further reading; and advice on exams and coursework. Concentrate Q&A Company Law offers expert advice on what to expect from your company law exam and coursework, how best to prepare, and guidance on what examiners are really looking for. Written by an experienced examiner, it provides: reminders of points to consider; indications of key debates for each topic; exam-length suggested answers; clear commentary with each answer; diagram answer plans; cautionary points; tips to make your answer stand out from the crowd; and annotated further reading suggestions at the end of every chapter. The book should help you to: identify typical company law exam questions; structure and write a first-class answer; avoid common mistakes; show the examiner what you know; develop and demonstrate your understanding; identify connections between topics; and find relevant and helpful further reading. As well as separate chapters on exam skills and preparing coursework, it covers: companies and corporate personality; the corporate constitution; shares and shareholders; directors’ duties; company management and governance; minority shareholder remedies; corporate liability (contracts, torts, and crimes); share capital; loan capital; and corporate insolvency. The book is suitable for undergraduate students taking a module in company law on the LLB and GDL, and undergraduate students studying aspects of company law on other degreecourses.

5. Corporate personality

2021 ◽  
pp. 98-142
Author(s):  
Derek French
Keyword(s):  
Human Rights ◽  
Court Cases ◽  
Controlling Shareholder ◽  
Legal Personality ◽  
Legal Proceedings ◽  
Personal Rights ◽  
House Of Lords ◽  
Piercing The Corporate Veil ◽  
A Company ◽  
Corporate Personality

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.

2. Corporate personality and limited liability

Company Law ◽  
2020 ◽  
pp. 14-28
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Small Businesses ◽  
Limited Liability ◽  
Company Law ◽  
Historical Background ◽  
The Core ◽  
Corporate Form ◽  
The Subject ◽  
Corporate Personality ◽  
Over Time

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate personality and limited liability, two concepts that form the core of company law. It begins with a short historical background on how the process of corporatisation through charters evolved over time, including the emergence of the use of trust as an instrument to confer many of the privileges of incorporation. It then considers the case Salomon v Salomon & Co (1897) which decided on the legitimacy of small businesses with a corporate form, and offers some other good examples of the consequence of separate personality. The chapter also discusses the rights of members and shareholders with respect to ownership of the corporation, focusing on dispersed shareholdings and close companies.

Research of Legislation and Practice for Piercing the Corporate Veil under New Companies Act in China

2012 ◽  
Vol 488-489 ◽  
pp. 1243-1247
Author(s):  
Guang Shu Gu
Keyword(s):  
Burden Of Proof ◽  
Limited Liability ◽  
Company Law ◽  
Judicial Interpretation ◽  
Judicial Practice ◽  
Corporate System ◽  
Legitimate Interests ◽  
Piercing The Corporate Veil ◽  
Corporate Personality

Pierce the corporate veil rules together with the company's independent personality constitutes a complete, rigorous corporate system. Pierce the corporate veil rules as part of a corporate system, and improve its position in the supplement, which is the balance between corporate interests of shareholders and creditors of the company's results. Pierce the corporate veil rules apply to particular legal relationship, it is by denying the company's independent personality behind the company investigated for abuse of corporate personality and limited liability of shareholders independent of the liability of shareholders. Make up the deficiencies inherent in the corporate system to protect the legitimate interests of creditors of the company. Pierce the corporate veil in order to achieve the value of the rules of fairness and justice, our country should be based on the theory from abroad. With China's judicial practice, judicial interpretation and give full play to the role of a typical case, a reasonable allocation of the burden of proof. Prudential rules applicable to pierce the corporate veil and do advance prevention. Try to avoid piercing the corporate veil applies the rules to further improve the new company law in China under the rule of piercing the corporate veil.

scholarly journals Shareholders' Right to Information − A Comparative Analysis of Hungarian and Romanian Company Law

2020 ◽  
Vol 9 (1) ◽  
pp. 39-62
Author(s):  
Zsolt Fegyveresi
Keyword(s):  
Comparative Analysis ◽  
General Meeting ◽  
Fundamental Principle ◽  
Company Law ◽  
Basic Rights ◽  
Company Limited ◽  
Right To Information ◽  
The Individual ◽  
The Right ◽  
Voting Right

"This study examines one of the basic rights of shareholders, the right to information in Hungarian and Romanian company law. The right to information is a non-property, organizational right originating from the shareholder’s membership right, which is related to the convening of the general meeting of the company limited by shares and the voting right that can be exercised there. The right to information is the individual right of the shareholder and the individual obligation of the company. The right to information belongs to all shareholders, regardless of the extent of their fi nancial contribution. The exercise of the right to information is a fundamental principle and serves the protection of the shareholder, but, in addition to its protective nature, it stands at the basis of the preparation of the decisions of the company’s shareholders."

5. Corporate personality

2019 ◽  
pp. 102-146
Author(s):  
Derek French
Keyword(s):  
Human Rights ◽  
Court Cases ◽  
Controlling Shareholder ◽  
Legal Personality ◽  
Legal Proceedings ◽  
Personal Rights ◽  
House Of Lords ◽  
Piercing The Corporate Veil ◽  
A Company ◽  
Corporate Personality

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.

Concentrate Questions and Answers Company Law

2016 ◽  
Author(s):  
Imogen Moore
Keyword(s):  
Undergraduate Students ◽  
Minority Shareholder ◽  
Company Law ◽  
Expert Advice ◽  
Share Capital ◽  
Questions And Answers ◽  
Corporate Liability ◽  
A Company ◽  
Corporate Personality ◽  
Experienced Examiner

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions; suggested answers with commentary; illustrative diagrams; guidance on how to develop your answer; key debates; suggestions for further reading; and advice on exams and coursework. Concentrate Q&A Company Law offers expert advice on what to expect from your company law exam and coursework, how best to prepare, and guidance on what examiners are really looking for. Written by an experienced examiner, it provides: reminders of points to consider; indications of key debates for each topic; exam-length suggested answers; clear commentary with each answer; diagram answer plans; cautionary points; tips to make your answer stand out from the crowd; and annotated further reading suggestions at the end of every chapter. The book should help you to: identify typical company law exam questions; structure and write a first-class answer; avoid common mistakes; show the examiner what you know; develop and demonstrate your understanding; identify connections between topics; and find relevant and helpful further reading. As well as separate chapters on exam skills, and preparing coursework, it covers: companies and corporate personality; the corporate constitution; shares and shareholders; directors’ duties; company management and governance; minority shareholder remedies; corporate liability (contracts, torts, and crimes); share capital; loan capital; corporate insolvency; and mixed topic questions. The book is suitable for undergraduate students taking a module in company law on the LLB and GDL, and undergraduate students studying aspects of company law on other degree courses.

2. Corporate personality and limited liability

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Small Businesses ◽  
Limited Liability ◽  
Company Law ◽  
Historical Background ◽  
The Core ◽  
Corporate Form ◽  
The Subject ◽  
Corporate Personality ◽  
Over Time

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate personality and limited liability, two concepts that form the core of company law. It begins with a short historical background on how the process of corporatisation through charters evolved over time, including the emergence of the use of trust as an instrument to confer many of the privileges of incorporation. It then considers the case Salomon v Salomon & Co (1897) which decided on the legitimacy of small businesses with a corporate form, and offers some other good examples of the consequence of separate personality. The chapter also discusses the rights of members and shareholders with respect to ownership of the corporation, focusing on dispersed shareholdings and close companies.

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