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Limited liability partnership act,salient features doubt
Corporate & Other Laws
What is the difference between Body corporate (1st point) And seperate legal entity (3rd point) Mam,u have given the same explaination for both the points. So i request u to kindly elaborate the same Waiting for your reply Or anyone else can also answer if u know the answer
Answers (16)
Best Answer
Thread Starter
Santosh palBut a cooperative society is a seperate legal entity but not a body corporate Why?? Are there any more features of body corporates other than separate legal entity??
Cooperative society IS A body corporate. It's just that for the purposes of Companies Act or LLP Act, it's excluded from the definition of body corporate because lawmakers did not wish that provisions of the act be applicable on cooperative society. As for general definition of body corporate, you can take it be a structure which has separate legal entity from its members.
Thread Starter
Santosh palIn this module..
And also what do u mean by 'place of business' in foriegn llp feature??
Hi, few features flow from each other. LLP is considered as body corporate i.e. corporate entity and thus, has a separate legal entity from its members. Now since it's a separate legal entity, its assets and liabilities are different from assets and liabilities from its members. Also, since it is a separate legal entity, so has perpetual succession. So, there is an inter-linkage.
Sahibdeep Singh
Hi, few features flow from each other. LLP is considered as body corporate i.e. corporate entity and thus, has a separate legal entity from its members. Now since it's a separate legal entity, its assets and liabilities are different from assets and liabilities from its members. Also, since it is a separate legal entity, so has perpetual succession. So, there is an inter-linkage.
Ok But what do you mean by body corporate or a corporate entity can u please elaborate
Thread Starter
Santosh palAnd also what do u mean by 'place of business' in foriegn llp feature??
Good question. It has not been defined in the act as such. But various case laws have held it to mean a specified or identifiable place at which it carries on business, such as an office, storehouse, godown or other premises, having some concrete connection between the place and its business. So, for an LLP to be recognized as foreign LLP, it's not only sufficient for it to be carrying on its business in India as it can happen over internet, but it should have a place of business in India.
Thread Starter
Santosh palOk But what do you mean by body corporate or a corporate entity can u please elaborate
It's a term which is used for a structure which has a status different from its members.
Sahibdeep Singh
It's a term which is used for a structure which has a status different from its members.
Then can we say that a body corporate is a organization which has seperate legal entity
Sahibdeep Singh
Yes, exactly
But a cooperative society is a seperate legal entity but not a body corporate Why?? Are there any more features of body corporates other than separate legal entity??
Thread Starter
Santosh palBut a cooperative society is a seperate legal entity but not a body corporate Why?? Are there any more features of body corporates other than separate legal entity??
body corporates are those which are typically regulated by ROC
Sriram Somayajula Admin
body corporates are those which are typically regulated by ROC
But foriegn companies who do not have "place of business" in india are also body corporate ,but are not regulated by the ROC,why sir??
Thread Starter
Santosh palBut foriegn companies who do not have "place of business" in india are also body corporate ,but are not regulated by the ROC,why sir??
That is why I said typically in my above answer - However, even foreign companies have to file a return with ROC - Refer Section 380 of Companies Act 2013. Documents, etc., to be Delivered to Registrar by Foreign Companies 380. (1) Every foreign company shall, within thirty days of the establishment of its place of business in India, deliver to the Registrar for registrationâ?? (a) a certified copy of the charter, statutes or memorandum and articles, of the company or other instrument constituting or defining the constitution of the company and, if the instrument is not in the English language, a certified translation thereof in the English language; (b) the full address of the registered or principal office of the company; (c) a list of the directors and secretary of the company containing such particulars as may be prescribed; (d) the name and address or the names and addresses of one or more persons resident in India authorised to accept on behalf of the company service of process and any notices or other documents required to be served on the company; (e) the full address of the office of the company in India which is deemed to be its principal place of business in India; (f) particulars of opening and closing of a place of business in India on earlier occasion or occasions; (g) declaration that none of the directors of the company or the authorised representative in India has ever been convicted or debarred from formation of companies and management in India or abroad; and (h) any other information as may be prescribed. (2) Every foreign company existing at the commencement of this Act shall, if it has not delivered to the Registrar before such commencement, the documents and particulars specified in sub-section (1) of section 592 of the Companies Act, 1956, continue to be subject to the obligation to deliver those documents and particulars in accordance with that Act. (3)Where any alteration is made or occurs in the documents delivered to the Registrar under this section, the foreign company shall, within thirty days of such alteration, deliver to the Registrar for registration, a return containing the particulars of the alteration in the prescribed form.
Sriram Somayajula Admin
That is why I said typically in my above answer - However, even foreign companies have to file a return with ROC - Refer Section 380 of Companies Act 2013. Documents, etc., to be Delivered to Registrar by Foreign Companies 380. (1) Every foreign company shall, within thirty days of the establishment of its place of business in India, deliver to the Registrar for registrationâ?? (a) a certified copy of the charter, statutes or memorandum and articles, of the company or other instrument constituting or defining the constitution of the company and, if the instrument is not in the English language, a certified translation thereof in the English language; (b) the full address of the registered or principal office of the company; (c) a list of the directors and secretary of the company containing such particulars as may be prescribed; (d) the name and address or the names and addresses of one or more persons resident in India authorised to accept on behalf of the company service of process and any notices or other documents required to be served on the company; (e) the full address of the office of the company in India which is deemed to be its principal place of business in India; (f) particulars of opening and closing of a place of business in India on earlier occasion or occasions; (g) declaration that none of the directors of the company or the authorised representative in India has ever been convicted or debarred from formation of companies and management in India or abroad; and (h) any other information as may be prescribed. (2) Every foreign company existing at the commencement of this Act shall, if it has not delivered to the Registrar before such commencement, the documents and particulars specified in sub-section (1) of section 592 of the Companies Act, 1956, continue to be subject to the obligation to deliver those documents and particulars in accordance with that Act. (3)Where any alteration is made or occurs in the documents delivered to the Registrar under this section, the foreign company shall, within thirty days of such alteration, deliver to the Registrar for registration, a return containing the particulars of the alteration in the prescribed form.
Ok,But can you tell me the perfect definition that covers all the aspects of a body corporate (except the definition mentioned in companies act,because it is a inclusive definition but doesn't give the exact idea of what a body corporate represents)
Thread Starter
Santosh palOk,But can you tell me the perfect definition that covers all the aspects of a body corporate (except the definition mentioned in companies act,because it is a inclusive definition but doesn't give the exact idea of what a body corporate represents)
So that I can judge a particular organization is a body corporate or not I want the exact definition which covers all the features of a body corporate
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