Company for a Common Understanding

Introduction

The Companies Act, 2013 was passed to consolidate and amend the law relating to companies. The Act comprises of 7 schedules, 29 chapters, and 470 sections. It extends to the whole of India. The Act of Parliament received the assent of the President on the 29th August 2013.

The provisions of this Act are applicable to:

1. Companies incorporated under this Act or under any previous company law;
2. Insurance companies, except in so far as the said provisions are inconsistent with the provisions of the Insurance Act, 1938 or the Insurance Regulatory and Development Authority Act, 1999;
3. Banking companies, except in so far as the said provisions are inconsistent with the provisions of the Banking Regulation Act, 1949;
4. Companies engaged in the generation or supply of electricity, except in so far as the said provisions are inconsistent with the provisions of the Electricity Act, 2003;
5. Any other company governed by any special Act for the time being in force, except in so far as the said provisions are inconsistent with the provisions of such special Act;
6. Such body corporate, incorporated by any Act for the time being in force, as the Central Government may, by notification, specify in this behalf, subject to such exceptions, modifications, or adaptation, as may be specified in the notification.

What is Company?

As per section 2(20) of the Companies Act, 2013, a company means a company incorporated under the said act of any other previous company law.

What is a Body Corporate?

A ‘Body Corporate’ or ‘corporate body’ refers to a body that is incorporated under a statute and has a perpetual succession with a common seal and is a legal entity separate from the members constituting it.

What does a ‘Body Corporate’ include?

The term ‘body corporate’ is wider than the ‘company’ and it includes:

1. Companies registered under the Companies Act, 2013 or any former Indian Companies Act.
2. Foreign Companies.
3. Corporations formed under special Act of the Parliament or of State Legislatures or of a foreign country.
4. Public financial institutions as defined in Section 2(72) of Companies Act 2013.
5. Nationalized Banks.
6. Limited Liability Partnerships registered under the Limited Liability Partnership Act, 2008.

What is excluded in the definition of a ‘Body Corporate’?

1. A society registered under the Societies Registration Act, 1860;
2. A corporation sole;
3. A co-operative society registered under any law relating to co-operative societies, and2 of 10
4. Any other body not being a company as defined in the Companies Act, which the Central
5. The Government may, by notification in the Official Gazette, specify on this behalf.

Hence, it is safe to assume that a company is a body corporate but all ‘body corporate(s)’ are not companies.

What is a Corporation?

A corporation means a body or institution having an independent legal entity and enjoying perpetual succession. It may be of two types:

1. Corporation sole

Corporation sole refers to a single person which is constituted as a perpetual office in respect of some functions e.g., a Public Trustee, President, Governor, Minister, etc. It is not taken as a body corporate for purposes of this Act, but it is still a legal person and can be a member of a company.

2. Corporation aggregate

Corporation aggregate means a group of individuals associated as one body having perpetual succession and an independent legal entity. It may be a trading or a non-trading corporation. It includes:

1. Chartered companies (created by a Royal Charter).
2. Companies incorporated by special Acts of Parliament or State Legislature.
3. Companies registered under the Companies Act.
4. Municipal Corporations, District Boards, Universities, etc. (non-trading corporations)

Written By:

Abhishek Khare (Advocate)

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