COMPANIES ACT,

1956

Introduction

Objects of Company Law

1.
2.
3.
4.

To
To
To
To

encourage investments
ensure proper administration
prevent malpractices
allow for investigations

Meaning of Company

A company is defined as a form of

business organization in which the funds
of a large number of investors are
managed by a few persons for the
purpose of earning profits which are
shared by all investors

Characteristics of a
Company

Registration
Separate legal entity
Perpetual Succession
Transferable shares
Limited liability
Common seal
Separate property
Capacity to sue

Types of Companies
A.

From the point of view of Incorporation

B.

From the point of view of Liability

C.

From the viewpoint of Nationality

D.

From the view point of Public Interest

1. From

the point of view of Incorporation

Types of Companies

CHARTERED

STATUTORY

REGISTERED

Chartered Company

Historically, most of the early companies

were set up through a Royal Charter.
For example, the East India Company, the
Chartered Bank of Australia, India and
China, etc., were incorporated by the
grant of a special Royal Charter.
In India, this form of organization does not
exist now because there is no monarchy.
Even in England, this method is rarely
used now. Companies of this kind may be
called chartered companies.

Statutory Company

In this case, a special law is passed to establish the

company.

This is done only in special cases when it is necessary

to regulate the working of the company for some
specific purposes.

These are mostly concerned with public utilities

Examples of such companies in India are: the Industrial

Finance Corporation, the Life Insurance Corporation of
India, the Air India, Reserve Bank of India, etc.

The provisions of Indian companies act 1956 apply to

them if they are not inconsistent with the provisions of
their special Acts.

Registered Company

The Companies Act, 1956, lays down

procedures by which a company can be
brought into existence.
Anybody who wants to incorporate a
company can do so by taking necessary
steps outlined therein.
By far the largest number of companies is
incorporated under the Companies Act.
These companies may be called registered
companies.

2.

From the point of view of Liability

TYPES

UNLIMITED

GUARANTEE

LIMITED

Unlimited Company

Do not have any limit on the extent of

liability of its members.
Liability of each member extends to whole
amount of the companys debts and
liabilities.
However, the members cannot be sued
upon the directly by the company's
creditors.

Company Limited By Guarantee

Classification

Company Limited by
Guarantee not
Having share capital

Company Limited by
Guarantee
Having share capital

Company Limited By
Guarantee
Not Having Share Capital

Memorandum Limits the members liability.

It is limited to the amount as may have
been undertaken by MOA to contribute in
the case of winding up.

Company Limited By Guarantee

Having Share Capital

Memorandum Limits the members liability.

Moreover, liability would also extend to the
unpaid value of the shares held by the
member.

Limited Company

The liability of the members of the

company is limited to the amount
remaining unpaid on the shares.
Hence the holders of the fully paid up
shares cannot be called upon for the
further contribution.
The liability of the members holding the
partly paid up shares exists even if the
company is in process of winding up.

3.

From the viewpoint of Nationality

TYPES

NATIONAL

MULTI-NATIONAL

National Company

In this case, the control and the

management of the affairs of the
company are to be carried out within the
geographical boundaries of the country.

Multinational Company

The branch is not an Independent entity

and is linked up to the parent company
existing in some other country.

4. From the view point of

Public Interest
TYPES

PRIVATE

PUBLIC

GOVERNEMENT

Private Company

Private Company is a company Which

by its Articles :i.

ii.

iii.

Restricts the rights of the members to

transfer the shares,
Limits the membership to 50, excluding
the past and present employees of the
company who are the members of the
company, and
Prohibits the invitation to public, for
subscription of shares or debentures of
the company.

Public Company

Public Company is a company Which

by its Articles :i.
ii.

iii.

Does not restrict the rights of the

members to transfer the shares,
Does not limit the membership to 50,
excluding
the
past
and
present
employees of the company who are the
members of the company, and
Invites the public, for subscription of
shares or debentures of the company.

Government Company
It is a company in which not less than 51% of the
paid-up share capital is held by one or more of
the following or any combination thereof:

The Central Gov. & one or more Govt. Co.

Any State Gov. or Govts and one or more Govt. Co.;
The Central Govt., one or more State Govt. and one or more
Govt. Companies;
The Central Govt. and one or more corporations owned or
controlled by Central Govt.;
The Central Govt., one or more State Govt. and one or more
Corps. Owned or controlled by the Central Govt.
One or more corps. Owned or controlled by Central Govt. or
State Govt.
More than one Govt. Company

Distinction Between Private Ltd. & Public Ltd.

Company

Private Ltd.

Minimum capital required is

1,00,000
Minimum 2 and maximum 50
members
At least 2 directors
No restriction on appointment
of directors
Non-transferable shares
Restriction on invitation to
subscribe for shares
Can start business without
obtaining certificate of
commencement

Public Ltd.
Minimum capital required
is 5,00,000

Minimum 7 members. No
limit on maximum
members

At least 3 directors

No restriction on
appointment of directors

Transferable shares
Invitation to subscribe for
shares is allowed

Can start business only

after obtaining certificate
of comencement

Holding Company & Subsidiary Company

When one company controls another company it is
called holding company.
Control may be in any following ways:
Where it controls the composition of the Board of
Directors of another company; or
Where it controls more than half of the total
voting power of the other company; or
Where it holds more than half of the nominal
value of equity share capital of the other
company; or
Where it is a subsidiary of any company which is
the subsidiary of some other company.

One Man Company

WHEN

SINGLE

PERSON

HOLDS

ALMOST ALL THE SHARES OF THE

COMPANY

IT

IS

CALLED

ONE

MAN

COMPANY. SUCH A COMPANY HAS ITS

LEGAL PERSONALITY IF IT COMPLIES WITH
THE

NECESSARY

REQUIREMENTS

OF

REGISTRATION, IT MAY BE A PUBLIC OR

Illegal Association
ANY COMPANY, ASSOCIATION OR PARTNERSHIP
CARRYING ON BANKING BUSINESS WITH MORE
THAN TEN MEMBERS OR CARRYING ON ANY
OTHER BUSINESS WITH MORE THAN TWENTY
MEMBERS
ACQUISITION

THAT
OF

HAS

FOR

GAIN,

ITS

OBJECT

WITHOUT

THE

BEING

REGISTERED UNDER THE COMPANIES ACT,

SHALL BE CONSIDERED AN ILLEGAL ASSOCIATION.

Incorporation of
Companies

Steps for formation of a

company

Types of Company
Availability of Name
The Memorandum and Articles of
Association duly signed, and stamped.
The agreement, if any with any individual for
appointment as its Managing or whole-time
director.
Consent of directors in Form 29.
Notice of Registered address in Form 18 to
be given within 30 days of the date of
incorporation.
Particulars of Directors in Form 32.

Steps for formation of a

company

Payment of Registration Fees.

Power of attorney, to fulfill various legal and
other formalities.
Statutory Declaration in Form No. 1 that all
requirements of the Companies Act and the
rules there under have been complied with.
The declaration should be made by either
an advocate of Supreme Court / High Court,
a practicing Chartered Accountant or a
director, or a manager or a secretary named
in the Articles of the proposed company.
[Section 33 (2)]

DOCUMENTS OF COMPANY

Documents
Documents

MOA

AOA

Memorandum of
Association

Main document of the company.

It defines the objects of the company for which it is
established.
Lays down the conditions upon which alone the
company allowed to be formed.
Charter of the constitution of the company.
It defines the scope of its activity and also states
that anything beyond it is unauthorized and illegal.

The memorandum shall be one of the forms

given in Tables B, C, D and E in schedule 1 of
the Act.

How MOA Looks?

The Memorandum of Association must be

o
o
o
o
o
o

printed,
divided into paragraphs,
numbered consecutively,
and signed by each (seven or more in case of a
public company),
who must add his name, address and description
in the presence of at lease one witness who is to
attest the signature.

Clauses of MOA

Name clause
Registered office or Situation clause
Object clause
Liability clause
Capital clause
Subscription clause

Name Clause

The Company is a legal entity. Therefore, it

must have its name to establish its identity.
The name of the company should not be
Similar, Undesirable, or which will mislead
the public. E.g. Indian National flag, name
or pictorial representation of Mahatma
Gandhi or Prime Minister of India, etc.
Its use has been, therefore, prohibited by
the Government under the Emblems and
Names (Prevention of Improper Use) Act,
1950.
The company can change its name by

Registered Office Clause

Every company must have a registered office

from the day it starts its business or within 30
days of getting the Certificate of Incorporation,
whichever is earlier.
Memorandum of Association must state the
name of the State in which the registered office
of the company is situated.
This clause is important as it mentions the
residence for the purpose of the communication
with the company.
It determines the jurisdiction of the company
and also mentions the place where all the
records of company are maintained.

Registered Office Clause

Where the company wants to change its

registered office from one state to another
then it can do so by passing a special
resolution as well as by confirmation of
Company Law Board.
Such confirmation will be given provided
debenture holders and creditors are
satisfied and such alteration is fair.

Object Clause

It is the most important clause in the Memorandum of

Association.
It defines and limits the scope and sphere of the operation of
the company and affords protection of its funds.
It states the main objects as well as incidental objects of the
company.
The transaction which does not fall within the scope of the
main objects of the company will not be valid and binding on
the company simply because it is not beneficial for the
company.
As regards to the alteration of object clause a special
resolution must be passed and the confirmation by the
Company Law Board must also be obtained.
The alteration is done to obtain a main purpose by new
means or to enlarge the area of its operation, or to restrict
the objects or sell or dispose of or amalgamate the
undertaking.

Liability Clause

The liability clause states that the member or

the shareholder will be liable to pay only the
unpaid value of shares held by him.
If it is a company limited by guarantee,
Memorandum of Association must further
state that each member undertakes to
contribute to the assets of the company at the
time of the winding up while he is a member.
Ordinarily this clause cannot be altered except
that the liability of the directors may be made
unlimited under certain circumstances.

Capital Clause

Amount of share capital with which the

company is to be registered and its division
into shares of a fixed amount must be stated
in the Memorandum of Association of a
company limited by shares.
The capital with which the company is
registered
is
called
Registered
or
Authorized or Nominal Capital
Capital clause can be varied or capital can be
reduced (by special procedure) or the rights of
the shareholders can be varied.

Subscription/Association
Clause

This clause gives idea about the people

who have created the company.
Maximum seven members in a public
company and two members in a private
company
shall
subscribe
to
the
Memorandum of the company.
A declaration is to be given. Such
declaration is to be signed by a member in
presence of a witness.
Moreover the details as regards to name,
address, age and business of the
promoters are also recorded under this

Doctrine of Ultra Vires

Any act done by the company which is

neither authorized by its object nor by the
Companies Act, that act is called Ultra
Vires i.e beyond the powers and authority
of the company.
An act which is ultra vires the company is
void and cannot bind the company.
Since the act is void i.e it doesnot create
any legal relationship, it cannot be ratified
even by the shareholders.

Doctrine of Ultra Vires

If the directors do any act which are outside

the object clause of the company then the
shareholders are not liable. The directors are
personally liable for the ultra vires act done
by them.
Act Ultra Vires to MOA cannot be ratified by
the shareholders but acts Ultra Vires to AOA
can be ratified by them.
Any shareholder can bring court order to
prevent the company from doing an Ultra
Vires Act.

ARTICLES OF ASSOCIATION

SCOPE

The articles of association are subordinate

to the memorandum of association of the
company.
The articles contain the internal regulations
of the company.
The provisions of the articles must not be
inconsistent with or repulsive to any of the
provisions of the memorandum of the Act.
AOA can be altered at any time according
to the wishes of the member.

CONTENTS
Articles usually contain provisions relating to
the following matters.

Share capital, rights of shareholders, variation of

these rights, and payment of commissions, share
certificates
Calls on shares
Transfer of shares
Transmission of shares
Forfeiture of shares
Conversion of shares into stock
Alteration of Capital

CONTENTS

General meetings and proceedings thereat

Voting rights of members, voting poll and
proxies
Directors, their appointment, remuneration,
qualification, powers and proceedings of
Boards of Directors
Manager
Secretary
Dividends and reserves
Accounts, audit and borrowing powers
Capitalizations of profits

ALTERATION

Pass the Special Resolution

File the copy of the Special Resolution with the
Registrar within 30 days of passing the special
resolution
Attach the resolution with every copy of AOA
Must not be inconsistent with the Act
Must not conflict with MOA
Must not sanction anything illegal
Must be for benefit of the company
Must not increase the liability of the members
Must not result into breach of contract

CONSTRUCTIVE NOTICE

Every outsider dealing with the company is

deemed to have the notice of the contents of
MOA & AOA.
These documents, on registration with the
Registrar, assume the character of public
documents.
This is known as Constructive Notice of
Memorandum and Articles.

INDOOR MANAGEMENT

There is one limitation to the doctrine of constructive

notice of the MOA & AOA of the company.
The outsiders dealing with the company are entitled
to assume that as far as internal proceedings are
concerned, everything has been regularly done.
They are presumed to have read these documents
and to see that the proposed dealing is not
inconsistent therewith.
They cannot inquire into the regularity of internal
proceedings as required by MOA & AOA. They can
presume all is being regularly done.
This limitation of doctrine of constructive notice is
known
as
DOCTRINE
OF
INDOOR

Exceptions to the Doctrine of Indoor

Management

Knowledge of Irregularity
Act of an agent outside the scope of his
authority
Negligence

Difference Between MOA

&AOA
1.

2.

3.

4.

MOA
Determines the
constitution and
activities of the co.
It is fundamental
charter
Every co. must have
a MOA
Alteration of MOA is
difficult

1.

2.

3.

4.

AOA
It contains rules and
regulations of internal
management of co.
It is subsidiary to
MOA& if conflicting,
MOA would prevail
Public company
limited by shares may
or may not have AOA
Alteration is easier by
special resolution

DIRECTORS

What Does Company Law

Speak?

Section 2(13) defines director as "director

includes any person occupying the position of a
director by whatever name called."
Director is not servant of the company. He is
rather an officer of the company.
The articles of association of the company and
provisions of the companies Act will govern the
selection of the directors of the company.
The management or the affairs of the company
will be in the hands of the directors. The directors
are collectively called the Board of Directors.
The articles will determine the number of
directors to be appointed to the Board of
Directors of a company. As per the Act, minimum
three directors will be there in a public

Position of Director

Position

As a Trustee

As an Agent

As a Partner

AS A TRUSTEE

A trustee is a person who is owner of the

property deals as a principal or owner or
master with obligation on behalf of the
company/person
The directors have to use their powers in
the interest of the company. The directors
are expected to show the capacity and
diligence as a trustee.
If the directors misuse the position, they are
held liable. The directors are the trustees in
connection with the transfer and distribution

AS AN AGENT

The position of director is like an agent.

They have to function as per the
provisions contain in the Articles of the
company and the Company Law.
Their actions are not their personal
transactions,
but
they
are
the
transactions done for and on behalf of
the company.

AS A PARTNER

Directors held shares. The members of

the company also hold shares. The
directors work as the representatives of
the members. Thus, they are liked
partners of the members of the company.

Appointment of Directors

Appointment as First Directors

Appointment by Election in General Meetings
Appointment by Nomination by BOD
Appointment by Nomination by Central
Government
Appointment by Nomination in Statutory
Corporations
Appointment on the basis of Qualification shares
Appointment by Proportional Representation
Alternate Directors

First Directors
Persons named in the articles of
association as directors become the first
directors of the company or in the
absence of the provision in the articles
regarding persons to be appointed First
Directors, the subscribers to the
memorandum of association will become
the first directors.

Appointment by Election in
General Meetings

The members at the general meeting of

the company will elect the directors.
At the general meetings generally
directors are appointed in place of
retiring directors.

Appointment by Nomination
by BOD

The Board of Directors will fill up the casual

vacancy arising among the directors by
nomination.
A casual vacancy arises in case o death,
resignation, disqualification or any other reason
than retirement by rotation.
Directors so appointed will remain in the office
only for the unexpired period for which the
director whose post is vacant, would have
remained in the office.

Appointment by Nomination
by Central Government
Under Section 408 of the Act, the
Central Government can nominate some
directors to the Board in case of
mismanagement and oppression.

Appointment by Nominations
in Statutory Corporations
Certain statutory corporations possess
similar powers e.g. the Industrial Finance
Corporations Act of 1947 empowers the
Corporation to nominate a director to the
Board of a company

Appointment on the Basis of

Qualification Shares
Where a person holds minimum number
of shares as provided in the articles then
he
is
said
to
have
obtained
'qualification shares'. A person can be
appointed as a director on the basis of
such qualification shares.

Appointment by
Proportional Representation

The articles of the company may provide for

the appointment of not less than 2/3rd of the
total number of directors of a public
company, according to the principles of
proportional representation.
The appointments must be done once in
every 3 years and interim casual vacancies
must be filled by the BOD in Board meetings.

Alternate Directors

The Board of Directors of a Company, may, if

so authorized by its articles or by resolution
passed by a company in general meeting,
appoint alternate director during absence of
the existing director for a period not less
than three months from the State in which
meeting of the Board are ordinarily held.
The alternate director cannot hold office
longer than the original director. He will
vacate his office if and when the original
director returns to the State.

Qualification to be a
Director

A director must bei.

ii.
iii.

An individual,
Competent to contract, and
Hold a share qualification, if so required
by the articles

Disqualification for
Directors

A person shall not be capable of being

appointed as director of the company, if
I.
II.
III.

IV.

V.

VI.

He has been found to be of unsound mind

He is an insolvent.
He has applied to be adjudicated as an insolvent and his
application is pending.
He is convicted by a Court, of any offence involving moral
turpitude and sentenced in respect thereof, to
imprisonment for not less than six months and period of
five years has not elapsed from the date of the expiry of
the sentence.
He has not paid any call in respect of shares of the
company held by him and six months have elapsed from
the last date fixed for the payment of the call.
An order disqualifying him from appointment as director

Removal of Directors

By Shareholders
By Central Government
By Company Law Board

Removal By Shareholders

A company may by ordinary resolution remove a

director before the expiry of period of office on
the intent of the shareholders in the annual
general meeting by:

Giving special notice to the director at least 14 days

before the meeting in which they are to be removed,
A copy of the notice to be sent to the shareholders
and to other directors,
Shareholders can remove the director by appointing
a new director in his place who will hold the office
only for the unexpired tenure of the previous
director.

Directors who cannot be

removed by Shareholders

An additional director appointed by the Central

Government under Section 408 in case of
mismanagement and oppression) cannot be
removed.
In a private company a director appointed for
life and holding office as such on 1st April 1952
cannot be removed by member's resolution.
Where the articles of a company provide
for
the
election
of directors
by
proportional representation, a director elected
by that method cannot be removed by the
resolution.

Remuneration to the Director

for his Removal
If a director, by an agreement or
otherwise
is entitled to receive
compensation for the
premature
termination of his service, he can enforce
his claim notwithstanding the removal by
the resolution.

Removal By Central Government

The Central Government shall by order

remove from the office any directors
against whom there is a decision of the
High Court, holding that he is not a fit or
proper person to hold the office of
director

Removal By Company Law Board

Section 402 read with Sections 397 and 398

gives wide power to the court including the removal
of the directors.
On an application by any member/members of the
company in cases of mismanagement or oppression,
the Company Law Board may terminate any
Director.
Directors so terminated cannot be appointed as
directors of other companies also upto a period of 5
years of their termination.
Such directors are not entitled to any damages or
compensation for loss of office.

Retirement

Proportion of Directors to retire by rotation2/3rd only in first AGM the ratio is 1/3rd
Vacancy to be filled at AGM, if not then
retiring directors will be deemed to be reelected
Resignation of office of director

Powers of Directors

MAKE CALLS
ISSUE DEBENTURES
BORROW MONEY
INVEST FUNDS
MARKET LOANS

Limitations of Directors

Sell, lease, etc. the whole undertaking

Remit or give time for the repayment of
any debt by a director
Invest or borrow money in contravention
of the act.
Charity of more than Rs. 50,000.

Duties of Directors

UNDER THE COMPANIES ACT DIRECTORS ARE

ACCOUNTABLE TO FOR THEIR ACTS DONE ON
BEHALF OF THE COMPANY. BESIDES THE STATUTORY
DUTIES, WHICH THE DIRECTORS HAVE TO PERFORM
TO ENSURE STRICT COMPLIANCE WITH THE VARIOUS
PROVISIONS OF THE ACT THEY ALSO HAVE CERTAIN
DUTIES WHICH ARISE OUT OF THEIR FIDUCIARY
RELATIONSHIP WITH THE COMPANY.

STATUTORY DUTIES:

To file return of allotment:

Not to issue irredeemable preference share or shares or
share redeemable after 20 years:
To disclose interest
To disclose receipt from transfer of property
Duty to attend Board meeting

OTHER DUTIES:

TO CONVENE STATUTORY, ANNUAL GENERAL MEETING (AGM) AND

ALSO EXTRAORDINARY GENERAL MEETINGS.
TO PREPARE AND PLACE AT THE AGM ALONG WITH THE BALANCE
SHEET AND PROFIT & LOSS ACCOUNT A REPORT ON THE COMPANYS
AFFAIRS INCLUDING THE REPORT OF THE BOARD OF DIRECTORS.
TO AUTHENTICATE AND APPROVE ANNUAL FINANCIAL STATEMENT.
TO APPOINT FIRST AUDITOR OF THE COMPANY.

GENERAL DUTIES:

Duty of good faith

Duty of care.
Duty not to delegate

Definition

Winding up of a
company
is
the
process of putting an
end to its life. At the
end of the winding
up, the company will
be
destroyed
or
dissolved and will
have no assets or
liabilities.

Winding up and Bankruptcy

Winding up is different
from Bankruptcy. In
bankruptcy,
the
property of the debtors
is divested from him
and rests in the official
receivers or the official
assignees while the
winding up the property
of the company is not
divested from it.

Reasons for winding up of a company

The
main
object
of
the
company for which it was
established
has
been
accomplished.
It has become impossible to
carry out the main objects of
the company.
The company has sold the
business or the undertaking to
another
company
or
an
individual.
The company is not in a
position to pay its debts in full.

Winding up by tribunal

Grounds for winding up by

tribunal

Special resolution
Failure in holding statutory
meetings.
Failure
to
commence
or
suspend its business
Reduction
of
membership
below minimum
Inability to pay debts
Just and equitable
Default in filing balance sheets,
profit and loss account or
annual returns
Acted against sovereignty and
integrity of India
Sick industrial company

Special resolution

If

company

special

by

resolution

resolved that it may be

wound
tribunal,

up
the

by

the

tribunal

may pass a winding up

order.

Failure in holding statutory

meetings

If

company

default

in

makes

holding

statutory meeting or in
delivering

statutory

report, the court may

order

winding

company.

up

the

Failure to commence or suspend

its business

If a company does not

commence its business
within a year from its
incorporation

or

suspends its business for

a

whole

year,

the

tribunal may order for its

winding up.

Reduction of membership below

minimum

When

the

members

number
is

of

reduced

below 7 in the case of a

public

company

and

below 2 in the case of a

private
tribunal
winding
company.

company,
may
up

the
order

of

the

Inability to pay debts

Tribunal may order for

winding up a company if
it is unable to pay debts.

Just and equitable

The tribunal may consider it

just and equitable that the
company should be wound
up if it is of that opinion.
What is just and equitable
will depend on the tests of
each particular case.

Default in filing balance sheets, profit

and loss account or annual returns

The tribunal may order for

winding up, if the company
has made a default in filing
with the registrar its balance
sheets,

profit

and

loss

account or annual returns

for any consecutive years.

Acted against sovereignty and

integrity of India

If

company

has

acted

against the sovereignty

and integrity of India, the
security

of

the

state,

public order, decency or

morality, the tribunal may
order for its winding up.

Sick industrial company

If

the

tribunal

opinion

that

company

should

be

under

the

wound

up

circumstances
in

Sec.

424

is

of
the

specified
G,

the

tribunal may order for its

winding up.

Application of winding up

According to section
439, the following can
send petition to tribunal
for winding up of a
company.

Company itself.
Contributories.
Creditors.
All or any of the above
parties
jointly
or
separately.
Registrar

Voluntary winding up

Definition

Voluntary

winding

up

means winding up by the

members or creditors of
the company without the
interference
tribunal.

of

the

Definition

The object of a voluntary

winding up is that the
company as well as the
creditors is left free to
settle

their

without

going

tribunal.

affairs
to

the

Circumstances in which company

can be wound up voluntarily

By passing an ordinary
resolution.

By

passing

resolution.

special

By passing an ordinary resolution

When the period for the

duration of a company by
the Article has expired,
the company in General
Meeting

may

pass

an

ordinary resolution for its

voluntary winding up.

By passing special resolution

A company may at any

time

pass

resolution

a
what

special
it

wound up temporarily.

be

Distinction between members and

creditors voluntary winding up

Dissolution

A company is said to be
dissolved

when

it

ceases to exist as a
corporate body capable
of holding property or of
being
tribunal.

sued

in

any

Difference between winding up and

dissolution