Company Law Quick Revision Chart
Section
Doctrine / Concept (Companies Act, Leading Case Law(s) Key Effect / Principle
2013)
Company is distinct from members;
Separate Legal Entity Sec. 2(20) Salomon v. Salomon (1897)
limited liability.
Gilford v. Horne (1933), Daimler v. Courts/statutes disregard company
Sec. 7(7), 34, 35,
Lifting of Corporate Veil Continental Tyre (1916), Skipper form to prevent fraud, tax evasion,
3A
Construction (1996) or protect public interest.
Promoter must disclose profits,
Promoter’s Fiduciary Sec. 2(69), 34– Erlanger v. Sombrero (1878),
avoid fraud; liable for
Duty 35 Gluckstein v. Barnes (1900)
misstatements.
Ashbury Railway v. Riche (1875),
Memorandum of Charter of company, defines scope;
Sec. 4 LIC v. Lakshmanaswami Mudaliar
Association (MOA) ultra vires acts void.
(1963)
Articles of Association Hickman v. Kent (1915), Eley v. Internal rules; binding contract
Sec. 5
(AOA) Positive Life (1876) between members and company.
Ashbury Railway v. Riche (1875),
Acts beyond MOA are void and
Doctrine of Ultra Vires Sec. 4(1)(c) LIC v. Lakshmanaswami Mudaliar
cannot be ratified.
(1963)
Doctrine of Constructive Kotla Venkataswamy v. Rammurthy Outsiders deemed to know MOA &
Sec. 399
Notice (1934) AOA contents.
Doctrine of Indoor
Common Law Royal British Bank v. Turquand Outsiders protected if internal
Management
(not statutory) (1856) procedures not followed.
(Turquand’s Rule)
Howard v. Patent Ivory Co.
Exceptions to Indoor No protection if outsider knows
– (irregularity), Ruben v. Great
Management irregularity, forgery, or negligence.
Fingall (forgery)
Certificate of Conclusive proof of existence of
Sec. 7(7) Moosa Goolam Ariff (1913)
Incorporation company; even irregularities cured.
Mandatory declaration of capital
Commencement of
Sec. 10A – subscription; prevents shell
Business
companies.
Prospectus ensures disclosure;
Prospectus & Sec. 2(70), 31–
Rex v. Kylsant (1932) liability for misstatements protects
Misstatements 35
investors.
This table works like a one-glance exam booster — you can use it to recall definition + section + case law + effect
instantly.
Do you also want me to prepare a separate table for case laws only (Name + Year + Legal Principle) for extra quick
recall in exams?
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ChatGPT said:
Perfect Let’s build a Case Law Quick Recall Table for Company Law (Units I & II).
Company Law – Case Law Quick Recall Table
Case Name & Year Legal Principle Established
Salomon v. Salomon & Co. (1897, UKHL) Company is a separate legal entity, distinct from its shareholders.
A shareholder can also be an employee; reinforces separate
Lee v. Lee’s Air Farming Ltd. (1961, PC)
entity.
Corporate veil lifted where company formed to avoid contractual
Gilford Motor Co. v. Horne (1933)
obligations.
Daimler Co. Ltd. v. Continental Tyre & Rubber Co. Company treated as enemy entity during war if controlled by
(1916) enemy nationals.
Veil lifted to determine tax liability of subsidiary controlled by
State of UP v. Renusagar Power Co. (1988, SC)
parent.
Delhi Development Authority v. Skipper
Veil lifted to prevent fraud and protect public interest.
Construction (1996, SC)
Erlanger v. New Sombrero Phosphate Co. (1878) Promoters are fiduciaries; must disclose profits to company.
Gluckstein v. Barnes (1900) Promoters accountable for secret profits.
Ashbury Railway Carriage & Iron Co. v. Riche (1875,
Any ultra vires contract (beyond MOA objects) is void ab initio.
HL)
A. Lakshmanaswami Mudaliar v. LIC of India (1963,
Ultra vires charitable donations struck down as outside MOA.
SC)
Hickman v. Kent Sheep Breeders’ Association (1915) Articles form a contract between company and its members.
Eley v. Positive Life Assurance Co. (1876) Outsiders cannot enforce Articles of Association provisions.
Kotla Venkataswamy v. Rammurthy (1934, Madras
Outsiders deemed to have constructive notice of MOA/AOA.
HC)
Royal British Bank v. Turquand (1856) Established Doctrine of Indoor Management (Turquand’s Rule).
Exception to Indoor Management – outsider aware of
Howard v. Patent Ivory Manufacturing Co. (1888)
irregularity not protected.
Exception to Indoor Management – doctrine does not apply to
Ruben v. Great Fingall Consolidated Co. (1906)
forgery.
Case Name & Year Legal Principle Established
Certificate of Incorporation is conclusive proof of company’s
Moosa Goolam Ariff v. Ebrahim Goolam Ariff (1913, PC)
existence.
Rex v. Kylsant (1932) Misstatements in prospectus make directors criminally liable.
This table is your ready-to-quote case law bank – short, sharp, and exam-friendly.
Would you like me to also prepare a doctrines-only quick sheet (Doctrine → One-line definition + Case reference) so
that you can revise them in 5 minutes before the exam?
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Excellent Here’s your Doctrines Quick Sheet – concise, exam-ready, and perfect for last-minute 5-minute revision.
Company Law – Doctrines Quick Sheet (Units I & II)
Doctrine One-Line Definition Key Case Law(s)
Company is distinct from its shareholders; Salomon v. Salomon (1897); Lee v. Lee’s
Separate Legal Entity
enjoys independent legal personality. Air Farming (1961)
Ignoring separate entity in cases of fraud, Gilford v. Horne (1933); Daimler v.
Lifting of Corporate Veil tax evasion, enemy control, or statutory Continental Tyre (1916); Skipper
exceptions. Construction (1996)
Promoter must act in good faith, disclose Erlanger v. Sombrero (1878); Gluckstein
Promoter’s Fiduciary Duty
profits, and avoid misrepresentation. v. Barnes (1900)
Ashbury Railway v. Riche (1875); A.
Acts beyond the MOA’s object clause are
Ultra Vires Lakshmanaswami Mudaliar v. LIC
void and cannot be ratified.
(1963)
Outsiders are presumed to know MOA &
Kotla Venkataswamy v. Rammurthy
Constructive Notice AOA contents since they are public
(1934)
documents.
Indoor Management Outsiders can assume internal procedures
Royal British Bank v. Turquand (1856)
(Turquand’s Rule) have been properly followed.
No protection if outsider knew irregularity,
Exceptions to Indoor Howard v. Patent Ivory (1888); Ruben v.
suspected negligence, or if forgery is
Management Great Fingall (1906)
involved.
Doctrine of Constructive Balance between outsider’s duty to check
Notice + Indoor Management documents and their right to assume Turquand’s Rule + Kotla Venkataswamy
(Combined) internal compliance.
Tip: In exams, always write – Definition → Section (if any) → Case law → Effect/Significance. That gets you full
marks.
Do you also want me to prepare a flowchart-style memory map (visual format: Unit I & II doctrines + sections +
case laws) so that you can revise in a single glance before your exam?
