Week 1

Apuntes

Week 1 What is a company? An artificial being, invisible, intangible, existing only in contemplation of law. Being a mere creature of law, it pos- sesses only those properties which the charter of its creation confers upon it, either expressly, or as an incidental to its very existence. Trustees of Darthmouth College v Woodward (1819) (US Supreme Court) A company has a distinct legal personality from its members, allow- ing it to own property, enter contracts, and sue or be sued in its own name. Their capital is divided into shares. The existence of companies is entirely dependent on the law, as they would not exist without legal recognition. The company's existence is not affected by changes in membership, ensuring continuity. Shareholders' liability is typically limited to their investment, protect- ing personal assets. While not human, a company can perform many legal functions of a natural person. Differing Terminology - US Corporation vs. British Company - In the US, a "corporation" (commonly denoted as "Inc.") refers to a specific type of legal entity that is distinct from other business forms like partnerships or sole proprietorships. In the US, "company" is a more generic t...