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论文作者:www.51lunwen.org论文属性:作业 Assignment登出时间:2016-04-08编辑:anne点击率:7011

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In the context of English company law, a company is a separate legal entity which possesses rights and liabilities from its own actions and is a total different legalexistence from its incorporators (Payne, 1997). This legitimate characteristic of independent personality and limited liability of companies was initially authorized in the Limited Liability Act 1855 and firmly set up in Salomon (French, Mayson, & Ryan, 2013). 
Before the concept being employed, traders had to personally search other ways to reduce the risk. While separate legal personalityallows the investors to be only responsible for the debts of the company to the amount of their shares.It was a landmark approach to encourage investment activities and promote economic growth (Hicks, 1997). However, limitations hereafter have been observed that the corporate form is sometimes being abused for a purpose in some relevant impropriety (Easterbrook&Fischel, 1996).Asjustice so requires, the corporate veil, therefore, could be lifted in a limited number of situations based on the peculiar facts of each own. 

This article will mainly focus on in which circumstances the shareholders or directors of the company should be liableresulting from the actions of the company. The first chapter will discuss about lifting the veil authorised by statue (statutory exceptions) and the second chapter will analyse the situations authorised by courts (judicial exceptions).


Independent personality is empowered to the company under Section 16(2) of the Company Act 2006 as “body corporate”. However, there are also provisions in the Act states when this feature needs to be disregarded and enforce liability on those behind the veil. 

One of those exceptions is concerning the pre-incorporation contracts. As Section 51(1) of Company Act 2006 states, a person is personally liable for the contract signed on behalf of the company during the period in which the company has not been incorporated and came into effect whilst that person perform as an agent or conduct purporting for it. The person entering the contracts bears personal liability for company’s actions becauseonly until the certificate of incorporation is offered, the company acquires sufficient contractual capacity and actual legal existence to ratify a contract. 

Promoters of new business ventures particularly tend to come across this issue of effectively starting to trade before the company being incorporated as independent legal person. In Phonogram Limited, the defendant pursued financial support from the claimant to set up a company but it had never been really formed. When the payment was unable to be paid off, the defendant who represented the unincorporated company was held personally liable for the debt (Nyombi, 2014).

In addition, under Section 993 of the Company Act 2006 and Section 213 of Insolvency Act 1986, i论文英语论文网提供整理,提供论文代写英语论文代写代写论文代写英语论文代写留学生论文代写英文论文留学生论文代写相关核心关键词搜索。

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