Hastings Chambers
3rd Floor, Room #3A, 7C, Kiran Shankar Roy Road,
Kolkata - 700 001, West Bengal, India.

 

Mobile No. : 98311 03325

 

Phone No. : +91-33-2242 8829 / 30 / 2248 4094

 

Fax : +91-33-2230 8982

 

E-mail : utpalmajumdaradvocates@gmail.com

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CORPORATE LAW

 

WHAT EXACTLY IS CORPORATE LAW?

Corporate law( also “company’s law” or “ Corporations’ law” ) regulates how corporations, investors, shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community, and the environment interact with one another.

 

WHAT IS THE ROLE OF A CORPORATE LAWYER?

Primary Responsibilities. Corporate lawyers' primary responsibility is to ensure that their clients' business transactions are in compliance with the law. The corporate lawyer must research the law implicated by that transaction and advise his client of any negative effects it might create.
 

WHAT TYPE OF WORK DOES A CORPORATE LAWYER DO?


Many corporate lawyers work in law firms, particularly large or mid-size firms, where they counsel clients and handle business transactions including negotiation, drafting, and review of contracts and other agreements associated with the activities of the business, such as mergers, acquisitions, and divestitures;

Corporate Law (corporations law, company law) deals with the formation and operations of corporations and is related to commercial and contract law. A corporation is a legal entity created under the laws of the state it's incorporated within. State laws, which vary from state to state, regulate the creation, organization and dissolution of their corporations. A corporation creates a legal or "artificial person" or entity that has standing to sue and be sued, enter into contracts, and perform other duties necessary to maintain a business, separate from its stockholders.

Corporations are taxable entities, which shields the individual owners or shareholders from personal liability for the liabilities and debts of the corporation, with some limited exceptions - such as unpaid taxes.

Corporations are often used in tax structuring, as they are taxed at a lower rate than individuals. Until formally dissolved, a corporation has perpetual life; the termination or deaths of officials or stockholders does not alter the corporate structure. States have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.

There are also federal laws relevant to corporations. Corporations in certain industries are subject to federal regulation and licensing, such as communications and public transportation. The Securities Act of 1933, which is federal law, regulates how corporate securities (stocks, bonds, etc.) are issued and sold.

Corporate law professionals are trained in the legal formation of corporations. These attorneys also construct joint ventures, licensing arrangements, mergers, acquisitions, and the countless other transactions entered into by corporations. Other areas of practice include business formations, securities law, venture capital financing, business agreements, internal forms, and business tax consultations.

 

The most important Indian corporate laws are as follows: –

 

1) The Companies Act, 1956:- An act to consolidate and amend the law relating to companies and certain other associations. The act was introduced on 18th January, 1956.

2) Companies (Foreign Interests) Act, 1918:- An act to take power to prohibit the alteration of articles of association, which restrict foreign interests in certain companies, but with the sanction of the Government. The act was introduced on 26th September 1918.

3) Company Law Board Regulations, 1991:- In this act all the powers conferred by sub-section (6) of section 10 E of the Companies Act, 1956, the Company Law Board are included. The act was introduced in the year 1991.

 

4) The Companies (Amendment) Act, 2006:- An act for the further amendments in the Companies Act, 1956. The changes included that no company shall appoint or re-appoint any individual as director of the company unless he has been allotted a director Identification number under section 266B. The act was introduced on 29th May, 2006.

5) The Company Secretaries Act, 1980:- An act to make provision for the regulation and development of the profession of Company Secretaries. The act was introduced on 10th December 1980.

6) The Companies (Donations to National Funds) Act, 1951:- An act to enable companies to make donations to national funds. The act was introduced on 17th October, 1951.

7) The Depositories Act, 1996:- An act for regulation of depositories in securities. The act was introduced on 12th August, 1992.

8) The Foreign Trade (Development and Regulation) Act, 1992:- An act for the development and regulation of foreign trade by facilitating imports into, and augmenting exports from India. The act was introduced on 7th August, 1992.

 

9) The Hire-Purchase Act, 1972:- An act to regulate the hire-purchase transactions, for the protection to buyer of the goods on hire-purchase, to control certain abuses in the hire-purchase trading. The act was introduced on 8th June, 1972.


10) Indian Contract Act, 1872:- The act defines the term “contract” as an agreement legally enforceable by law, for the formation of a contract there must be an agreement, the agreement should be enforceable by law. The act was introduced on 25 April 1872.


11) The National Securities And Depositories Limited – Byelaws, 1996:- An act for the implementation of the powers conferred under the Depository Act, 1996, with the approval of Securities Exchange Board of India (SEBI). The act was introduced on 15th October, 1996.

12) The Prevention of Money-Laundering Bill, 1999:- A Bill to prevent money-laundering and for appropriation of property derived from, or involved in, money-laundering. The act was introduced on 23rd February, 1999.

13) Prevention of Money Laundering Act, 2002:- An act to form the core of the legal framework put in place by India to combat money laundering. The act was introduced on 1st July, 2005.

14) Prevention of Money-Laundering (Amendment) Act, 2005: – An Act to amend the Prevention of Money-Laundering Act, 2002. The act was introduced on 21st May, 2005.

15) The Partnership Act, 1932: – An act to define and amend the law related to Partnership and define partnership as “An agreement between two or more persons who have agreed to share profits of the business carried on by all or any one of them acting upon all”. The act was introduced on 8th April, 1932.

16) The Securities Contract (Regulation) Act, 1956: – An act to prevent undesirable transactions in securities by regulating the business of dealing therein. The act came into force with effect from 20th February 1957.

17) The Sick Industrial Companies Act, 1985: – An act to make, in the public interest, special provisions with a view to securing the timely detection of sick and potentially sick companies owning industrial undertakings, the speedy determination by a Board of experts of the preventive, ameliorative, remedial and other measures which need to be taken with respect to such companies and the expeditious enforcement of the measures so determined. The act was introduced on 8th January 1986.

18) The Sale of Goods Act, 1930: – An act to define and amend the law relating to the sale of goods and it defines and amends the law relating to the sale of goods. The act was introduced on 15th March 1930.
 
19) The Swadeshi Cotton Mills Company Limited (Acquisition and Transfer of Undertakings) Act, 1986: – An act to provide for the acquisition and transfer of certain textile undertakings of the Swadeshi Cotton Mills Company Limited, with a view to securing the proper management of such undertakings so as to subserve the interests of the general public by ensuring the continued manufacture, production and distribution of different varieties of cloth and yarn. The act was introduced on 30th May 1986.

20) The Tea Act, 1953: – An act to provide for the control by the Union of the tea industry, including the control, in pursuance of the International Agreement now in force, of the cultivation of tea in, and of the export of tea from, India and for that purpose to establish a Tea Board and Levy a duty of excise on tea produced in India. The act was introduced on 28th May 1953.

21) The State Financial Corporation Act, 1951: – An act to provide for the establishment of State Financial Corporations. The act was introduced on 31st October, 1951.
 

22) The State Financial Corporations (Amendment) Act, 2000: – An act further to amend the State Financial Corporations Act, 1951. The act was introduced on 5th September, 2000.

23) Special Economic Zones Act, 2005: – An act to provide for the establishment, development and management of the Special Economic Zones for the promotion of exports. The act was introduced on 23rd June 2005.

24) The Tea Companies (Acquisition and Transfer of Sick Tea Units) Act, 1985: – An Act to provide for the acquisition and transfer of the sick tea units specified in the First Schedule and the right, title and interest of the tea companies in respect of the said tea units with a view to securing proper reorganization and management of such tea units so as to subserve the interests of the general public by augmenting the production and manufacture of different varieties of tea which are essential to the needs of the economy of the country. The act was introduced on 28th May 1985.

23) Tyre-Corporation-of-India-Limited-(Disinvestment-of-Ownership)-Act-2007: – An Act to provide for disinvestment of Government’s equity in the Tyre Corporation of India Limited. The act was introduced on 12th December, 2007.

24) The Securities and Exchange Board of India Act, 1992: – An act to provide for the establishment of a Board to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market. The act was introduced on 4 April 1992.

25) Securities and Insurance Laws (Amendment and Validation) Act, 2010:- An act further to amend the Reserve Bank of India Act, 1934, the Insurance Act, 1938, the Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992. The act was introduced on 20th August 2010.

26) Securities Contracts (Regulation) Amendment Act, 2007: – An act further to amend the Securities Contracts (Regulation) Act, 1956. The act was introduced on 28th May 2007.

27) Securities Laws (Amendment) Act, 2004: – An act further to amend the Securities Contracts (Regulation) Act, 1956 and the Depositories Act, 1996. The act was introduced on 6th January 2005.

28) Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002: – An Act to regulate securitization and reconstruction of financial assets and enforcement of security interest. The act was introduced on 21st June 2002.

 
 
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Hastings Chambers
3rd Floor, Room #3A, 7C, Kiran Shankar Roy Road, Kolkata - 700 001, West Bengal, India.
PHONE NO. : +91-33-2242 8829 / 30 / 2248 4094
FAX : +91-33-2230 8982
E-MAIL : utpalmajumdaradvocates@gmail.com
WEBSITE : www.advocatesutpalmajumdar.com
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