Companies Act Section 2(11) Body Corporate Or Corporation

Understanding Body Corporate or Corporation under the Companies Act, 2013

Body Corporate or Corporation Section 2(11)

The term "body corporate" or "corporation" includes a company incorporated under the Companies Act or under any previous company law. It encompasses any company, whether formed under the current Act or any earlier Act, which is regarded as a legal entity separate from its members. However, this definition specifically excludes certain entities.

Key Features:

1. Incorporation: 

A body corporate is an entity that has been incorporated under statutory laws, which means it has been legally established and registered as a corporation or company.

2. Legal Entity: 

It is considered a separate legal entity, distinct from its members or shareholders. 

This means it can own property, incur debts, enter into contracts, and sue or be sued in its own name.

3. Exclusions: 

The definition of "body corporate" does not include:

A corporation sole (an individual officeholder who constitutes a corporation in a single person).

A cooperative society registered under any law relating to cooperative societies.

Any other body corporate (not being a company as defined in the Act), which the Central Government may, by notification, specify in this behalf.

Examples of Body Corporates:

1. Companies: Public and private limited companies incorporated under the Companies Act, 2013 or any previous company law.

2. Statutory Corporations: Corporations established by a specific act of Parliament or state legislature, such as the Life Insurance Corporation of India (LIC) or State Bank of India (SBI).

3. Limited Liability Partnerships (LLPs): Entities registered under the Limited Liability Partnership Act, 2008, which also have a separate legal identity from their partners.

Importance:

Separate Legal Identity: The concept of a body corporate emphasizes the principle of a separate legal entity, which protects the personal assets of its members or shareholders from the liabilities of the corporation.

Perpetual Succession: A body corporate has perpetual succession, meaning its existence is not affected by changes in its membership. It continues to exist until it is legally dissolved.

Capacity to Contract: As a separate legal entity, a body corporate has the capacity to enter into contracts, acquire and dispose of property, and undertake various activities in its own name.

Legal Framework:

Companies Act, 2013: Provides the legal framework for the incorporation, regulation, and dissolution of companies in India.

Specific Statutes: Certain body corporates are governed by specific statutes, such as banking companies under the Banking Regulation Act, 1949, or insurance companies under the Insurance Act, 1938.