Company Law & Intellectual Property Rights: Business Foundations

Advantages of Company Incorporation

• Separate Legal Entity

• Limited Liability

• Perpetual Succession

• Transfer of Shares

• Right to Sue & Be Sued

• Ability to Own Property

• Professional Management

• Better Access to Funding

Public vs. Private Companies: Key Differences

Company Classification: By Liability, Members & More

• By Liability: Share, Guarantee, Unlimited

• By Members: One Person Company (OPC), Private, Public

• By Control: Holding, Subsidiary, Associate

• By Capital: Listed, Unlisted

• By Ownership: Government, Foreign, Section 8 (NGO)

Memorandum vs. Articles of Association

Key Corporate Law Doctrines

• Ultra Vires: Actions beyond the MoA are Void

• Constructive Notice: Public is presumed to know MoA/AoA contents

• Indoor Management: Outsiders are not liable for internal procedural errors

• Lifting Corporate Veil: Personal liability in cases of fraud or improper conduct

Intellectual Property Rights (IPR) Essentials

What Are Intellectual Property Rights?

Legal rights over creations like inventions, art, logos, and technology.
Purpose: Fosters innovation, generates revenue, and provides legal control.

Core Features of IPR

• Intangible

• Time-Limited

• Enforceable

• Exclusive Rights

• Territorial

Benefits of Protecting Intellectual Property

• Innovation Boost

• Competitive Edge

• Brand Value Enhancement

• Monetization (e.g., licensing)

• Strong Legal Protection

Understanding Trademarks

• Protects brands, logos, or symbols

• Registered under the Trademarks Act, 1999

• Validity: 10 years, renewable indefinitely

Patents: Protecting Inventions

• Protects inventions and novel processes

• Types: Utility, Design, Plant, Process, Product

• Duration: 20 years from filing date

Industrial Designs: Visual Protection

• Protects the visual look, shape, or pattern of an article

• Governed by the Designs Act, 2000

• Validity: 10 + 5 years (maximum 15 years)

Company Directors: Roles and Types

A person managing company affairs, acting as an agent or trustee.
Types: Executive, Non-Executive, Independent, Nominee, Managing Director (MD), Whole-Time Director (WTD)

Director vs. Shareholder: Key Distinctions

Understanding Types of Prospectus

• Normal Prospectus: For public issue of securities

• Red Herring Prospectus: Issued before the price is finalized

• Shelf Prospectus: For multiple tranches of securities over a period

• Abridged Prospectus: A shorter version containing essential information

• Deemed Prospectus: Issued through intermediaries, treated as a prospectus

Company Resolutions: Ordinary & Special

• Ordinary Resolution: Requires more than 50% of votes in favor

• Special Resolution: Requires 75% or more of votes in favor

• Board Resolution: Passed by the Board of Directors

• Special Notice Resolution: Required for specific matters like early director removals

Shareholder Meetings: Types and Purpose

• Annual General Meeting (AGM): Yearly, mandatory meeting

• Extraordinary General Meeting (EGM): Called for urgent or special issues

• Class Meeting: For specific classes of shareholders

• Statutory Meeting: Held post-incorporation for public companies (now largely obsolete in many jurisdictions)

Board Meetings: Requirements and Agenda

• Minimum 4 meetings per year, with a maximum gap of 120 days between two meetings

• Quorum: 1/3 of total directors or 2 directors, whichever is higher

• Agenda: Financial matters, appointment of Key Managerial Personnel (KMPs), strategic decisions, loans, etc.