Examine the concept of ‘legal personality’ and describe the various kinds of corporations, giving examples of each.

A corporation is an artificial legal person created by law, and once it is created t becomes a separate legal entity or ‘person’ distinct from the individuals who compose it. It is endowed by law with perpetual succession, so that the continued existence of the corporation is not affected by changes in its membership. A member may transfer his shares to another person, or may die, or may become bankrupt, but the corporation goes on. It has a capacity to enter into contracts in its own name and can sue be sued in its name. (Salomon v Salomon &Co. Ltd.).

There are two types of corporations

  1. a corporation sole and
  2. a corporation aggregate. A corporation sole is the holder of a certain office or institution quite independent of the person who occupies it. Examples include a bishop, the office of the President, and the office of the Public Trustee, etc.

A corporation aggregate is composed of at least two persons and is created

  1. by Special Act of Parliament
  2. by registration under the Companies Act

A corporation whether statutory or registered under the Companies Act, may engage only in those activities for which it has been created. Any act done by a corporation in excess of powers which are expressly or implied authorized by the parent Act (in the case of statutory corporation) and in the objects clause of memorandum of association (in case of registered company) is ultra vire and void

There are three kinds of companies which may be formed and incorporated under the Companies Act:

  1. A company limited by shares,
  2. A company limited by guarantee
  3. an unlimited company. A company may be a public or a private company.
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