Attributes of A Company as an Incorporated Person and Probable Defences of the Directors Under Different Provisions of Law –A Critical Analysis.

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Dr. Bibhabasu Misra


“Memorandum,” the Constitution of the Company and “Article of Association” the internal rules of governance of the company are very important documents. These documents are very important for incorporation of a company in India. However, in New- Zealand, these documents are rarely used or can be said as buried. In India there is a statutory process for incorporation of a company and it has a separate personality that is called corporate veil. Any activity of Company beyond its Constitution is void or Ultra-vires. Director is the brain of the company and if he unknowingly acts beyond the Constitution of a Company, he can get defence (because prosecution related to company law has to satisfy the ingredients of specific sections of IPC or other laws) from the substantive Indian Penal Code and other subject- specific laws like Environmental law, Prevention of Corruption Act etc.

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