Distinguish between the following legal persons; Incorporated and unincorporated associations, Partnership and a limited company

Incorporated Association Unincorporated Associations
This is an association of persons recognized as a legal entity.

 

It has an independent legal personality with rights and subject to obligations.

 

Such a corporation may be brought into existence by registration, charter or by statute and

 

Examples include corporations sole, corporations         aggregate,           Registered corporation, chartered corporation, statutory corporation.

 

Characteristics of incorporated associations. Legal personality

Limited liability Perpetual succession. Owning property Sue or be sued Capacity to contract

These are associations of persons who come together to promote a common and lawful purpose.

 

They have no legal existence of their own.

 

Property if any is jointly owned or held in trust for all members.

 

Members rights are enshrined in the constitution of the association.

 

Members are liable for debts and other obligations of the association.

 

The association can sue or be sued through its principal officers.

 

In the event of dissolution members are entitled to share in whatever remains.

 

The law which regulates the association is the law which regulates the activities it engages in.

 

Examples include: Partnerships Trade unions Political parties

Welfare associations Clubs

Staff unions.

 

Partnership Limited Company
A partnership is the relation which subsist between persons carrying on a business in common with a view of profit This is a body corporate incorporated under the Companies Act and may be public or private.
It may be general or limited. All    companies   are    legal    entities    or incorporated.
It is an unincorporated association.  
 

Consists of 2-20 members.

Liability of members is limited by shares or guarantee.
Liability of members is generally unlimited It has perpetual succession.
It is a contract of the utmost good faith. Has capacity to sue or be sued.
Property is jointly owned by the partners. Has capacity to contract and own property.
Every partner is an agent of every other and the firm. A private company consists of 2-50 excluding employees who are members.
A partnership is a profit motivated concern. A public must have a minimum of 7 members but has no maximum.
The firm name is registrable under the provisions of the Registration of Business Names Act.  

Companies are subject to the doctrine of Ultra vires.

  A company must have directors, at least one for a private company and at least two for a public company.
  All companies are incorporated by registration in accordance with the provisions of the

companies act.



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