Overview

incorporation


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N.

1 The formation of an association that has corporate personality, i.e. a legal personality distinct from those of its members. Such a body can own property and incur debts. Company members have no liability to company creditors for such debts (though they may be under some liability to their company). An incorporated company has its own rights and liabilities and legal proceedings in respect of them should be brought by and against it in its own name (but see derivative claim). It can be convicted of crimes; when * mens rea is a requirement of the offence, the mens rea of the officers responsible may be attributed to the company (Tesco Supermarkets Ltd v Nattrass [1972] AC 153 (HL); Meridian Global Funds Management Asia Ltd v Securities Commission [1995] 2 AC 500 (PC). A company is usually incorporated by registration under the Companies Act 2006 but there are other methods (e.g. by royal charter, public general Act, or private Act of Parliament). See also certificate of incorporation; lifting the veil.

2 See doctrine of incorporation.

Subjects: Law.


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