i) Explain the concept of ‘Separate Legal Entity’ in Company Law. How does it differentiate a company from its members? \nii) What is meant by ‘Perpetual Succession’ in relation to a company? How does this feature contribute to the continuity of a company despite changes in its membership?

i) Separate Legal Entity: There are distinctive features between different forms of organisations and the most striking feature in the company form of organisation vis-à-vis the other forms of business organisations is that it acquires a unique character of being a separate legal entity. In other words, when a company is registered, it is clothed with a legal personality. It comes to have almost the same rights and powers as a human being. Its existence is distinct and separate from that of its members. A company can own property, have bank account, raise loans, incur liabilities and enter into contracts.\na) It is at law, a person which is different from the subscribers to the memorandum of association. It’s personality is distinct and separate from the personality of those who compose it. \nb) Even members can contract with company, acquire right against it or incur liability to it. For the debts of the company, only its creditors can sue it and not its members. \nA company is capable of owning, enjoying and disposing of property in its own name. Although the capital and assets are contributed by the shareholders, the company becomes the owner of its capital and assets. The shareholders are not the private or joint owners of the company’s property. \nA member does not even have an insurable interest in the property of the company. The leading case on this point is of Macaura Vs. Northern Assurance Co. Limited (1925): \nFact of the case: Macaura (M) was the holder of nearly all (except one) shares of a timber company. He was also a major creditor of the company. M insured the company’s timber in his own name. The timber was lost in a fire. M claimed insurance compensation. Held, the insurance company was not liable to him as no shareholder has any right to any item of property owned by the company, for he has no legal or equitable interest in them. Hence in this case, since the timber was not insured in the company’s name, M could not claim the compensation from insurance company. \nii) Perpetual Succession: Members may die or change, but the company goes on till it is wound up on the grounds specified by the Act. The shares of the company may change hands infinitely but that does not affect the existence of the company. Since a company is an artificial person created by law, law alone can bring an end to its life. Its existence is not affected by the death or insolvency of its members.